Common use of Termination of Service Clause in Contracts

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement)reason, or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related property received in respect of such shares, subject to such Restricted Stock Units, and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the CompanyCompany or Genco. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company and Genco is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) November 15 and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Servicesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan)) prior to the end of the Measurement Period, all unvested Restricted Stock UnitsPRSUs, together with any Dividend Equivalents related to such Restricted Stock UnitsPRSUs, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock UnitsPRSUs. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) Except as provided in Section 4(b) hereof, in the event that, before the end of the Measurement Period, the Participant’s Service with the Company is terminated on account of the Participant’s death or disability, a “Pro Rata Portion” of the Participant’s PRSUs shall remain outstanding during the Measurement Period and shall vest and such Pro Rata Portion shall be settled, if and to the extent the Performance Metrics are achieved, as set forth in Sections 4 and 7. For purposes hereof, “Pro Rata Portion” shall be based on a calculation where the numerator is the number of completed months that have elapsed between the first day of the Measurement Period through the date of termination of the Participant’s Service and the denominator is 36. (c) In the event that, before all the Restricted Stock Units are vestedend of the Measurement Period, the Participant’s Service with as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) or by the ​ effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant for Good Reason, all Restricted Stock Units shall become vested immediately earn and vest in the Target PRSUs as of the effective date of such the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.

Termination of Service. (a) In the event that of the Participant’s Service with 's termination of service, the Company terminates before all Option may be exercised only to the Restricted Stock Units are vested extent exercisable on the date of the Participant's Termination Date (unless the termination was for any reason other than a termination by the Company without cause (as defined in the PlanCause), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not Option must be entitled exercised, if at all, prior to any compensation or other amount with respect the first to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one occur of the following, whichever shall be applicable: an employee (i) the close of the three-month period following the Termination Date; or a director of, or a consultant to, (ii) the Companyclose of the Option Period. (b) In If the event thatservice of the Participant is terminated for Cause, before all the Restricted Stock Units are vestedOption shall lapse and no longer be exercisable as of the Termination Date, as determined by the Administrator. For purposes of this Agreement, "Cause" shall mean the Participant's termination of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (B) refusal to perform his duties for the Corporation or continued failure to perform his duties to the Corporation in a manner acceptable to the Corporation, as determined by the Administrator or its designee, (C) engaging in fraudulent conduct, or (D) engaging in any conduct that could be materially damaging to the Corporation without a reasonable good faith belief that such conduct was in the best interest of the Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant’s Service with 's service shall be deemed to have terminated for Cause if, after the Company is terminated by the Company without cause (as defined Participant's service has terminated, facts and circumstances indicate that, in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as opinion of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vestedAdministrator, the Participant’s Service with the Company terminates 's termination was for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of ServiceCause.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), ) or the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related property received in respect of such shares, subject to such Restricted Stock Units, and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2010, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2010, 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) November 15 and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Servicesuch month.

Termination of Service. (a) In the event that If the Participant’s Service with 's service on --------- ---------------------- the Company terminates before all the Restricted Stock Units are vested for any Board is terminated by reason other than a termination by the Company without cause (as defined in the Plan)of Retirement, by the Participant for Good Reason (as defined in the Employment Agreement), Disability or the Participant’s death or disability (as defined in the Plan)Death, all unvested shares of Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates become immediately vested and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Unitsnonforfeitable. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, If the Participant’s Service with 's service on the Company Board is terminated by the Company without cause Cause prior to any applicable vesting date, two-thirds (2/3) of the remaining unvested shares of Restricted Stock shall become immediately vested and nonforfeitable, and one-third (1/3) of the remaining unvested shares shall be forfeited to the Company (in each case rounded upward or downward to the nearest whole share, as defined applicable). If the Participant is nominated but is not reelected as a member of the Board by the shareholders of the Company, the restrictions imposed on any unvested portion of the Restricted stock shall immediately lapse. If the Participant's service on the Board is terminated for any reason other than as provided above in the Plan) or this Section 3 (including, without limitation, voluntary termination by the Participant or termination by the Company for Good ReasonCause) prior to any applicable vesting date, the Participant shall forfeit his interest in all shares of Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall that have not become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminatestermination. For purposes hereof, “Pro Rata Portion” shall mean that number Any shares of Restricted Stock Units that would become vested on are forfeited by the next Vesting Date multiplied Participant hereunder shall be returned and transferred to the Company or the Plan Trust, as determined by a fractionthe Company, the denominator of which is 12 and the numerator Participant shall cease for all purposes to be a shareholder of which is the number such shares as of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Serviceservice.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan)) prior to the end of the Measurement Period, all unvested Restricted Stock UnitsPRSUs, together with any Dividend Equivalents related to such Restricted Stock UnitsPRSUs, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock UnitsPRSUs. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) Except as provided in Section 4(b) hereof, in the event that, before the end of the Measurement Period, the Participant’s Service with the Company is terminated on account of the Participant’s death or disability, a “Pro Rata Portion” of the Participant’s PRSUs shall remain outstanding during the Measurement Period and shall vest and such Pro Rata Portion shall be settled, if and to the extent the Performance Metrics are achieved, as set forth in Sections 4 and 7. For purposes hereof, “Pro Rata Portion” shall be based on a calculation where the numerator is the number of completed months that have elapsed between the first day of the Measurement Period through the date of termination of the Participant’s Service and the denominator is 36. (c) In the event that, before all the Restricted Stock Units are vestedend of the Measurement Period, the Participant’s Service with as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) or by the ​ ​ effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant for Good Reason, all Restricted Stock Units shall become vested immediately earn and vest in the Target PRSUs as of the effective date of such the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), ) or the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related property received in respect of such shares, subject to such Restricted Stock Units, and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2007, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2007, 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) November 15 and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Servicesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), ) or the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to July 22, 2006, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is nine and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 22nd of such month. (ii) If the termination occurs on or after July 22, 2006, 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) date hereof and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 22nd of Servicesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), ) or the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related property received in respect of such shares, subject to such Restricted Stock Units, and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2013, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2013, 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) November 15 and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Servicesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined described in the PlanSection 4(b), by the Participant for Good Reason (as defined in the Employment Agreement), Section 6(b) or the Participant’s death or disability (as defined in the PlanSection 6(c), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. For the avoidance of doubt, no resignation by the Participant as a director following termination of the Participant’s employment by the Company without cause shall be deemed a resignation by the Participant subject to this Section 6(a). (b) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good ReasonReason (as defined in the Employment Agreement), all the Restricted Stock Units shall become vested immediately vest in full as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.

Termination of Service. (a) In Upon the event that the Participanttermination or cessation of Grantee’s Service employment or service with the Company terminates before all and its Affiliates, for any reason whatsoever, any portion of the Restricted Stock Units are which is not yet then vested, and which does not then become vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related pursuant to such Restricted Stock Units, as set forth in this Section 9 hereof3, shall automatically and without notice terminate, be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Companybecome null and void. (b) In Notwithstanding the foregoing, in the event that, before all that the Restricted Stock Units are vested, the ParticipantGrantee’s Service employment with or service to the Company and its Affiliates is terminated by the Company without cause (as defined in Cause, a portion of the Plan) or by the Participant for Good Reason, all Shares of Restricted Stock Units subject to this Agreement shall become immediately vested immediately as of the date of such the termination of Servicethe Grantee’s employment with the Company and its Affiliates (the “Date of Termination”), as follows (in each case, rounded to the nearest whole number): the number of such Shares of Restricted Stock that shall so vest shall be calculated by (i) multiplying (A) the total number of Shares of Restricted Stock by (B) the Applicable Percentage (as defined below), and (ii) subtracting from such product that number of shares of Restricted Stock, if any, otherwise vested as of the Date of Termination pursuant to Section 2(a) hereof. For purposes hereof, the “Applicable Percentage” shall be a fraction, the numerator of which shall be the number of full months during the period beginning on the Date of Grant and ending on the Date of Termination, and the denominator of which shall be 60. (c) In Notwithstanding any other term or provision of this Agreement but subject to the event that, before all provisions of the Restricted Stock Units are vestedPlan, the Participant’s Service with Administrator shall be authorized, in its sole discretion, based upon its review and evaluation of the performance of the Grantee and of the Company terminates for reason and its Affiliates, to accelerate the vesting of the Participant’s death all or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the any portion of the Restricted Stock Units which have already become vested under this Agreement, at such times and upon such terms and conditions as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, the Administrator shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Servicedeem advisable.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), ) or the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2006, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2006, 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) date hereof and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Servicesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan)) prior to the end of the Measurement Period, all unvested Restricted Stock UnitsPRSUs, together with any Dividend Equivalents related to such Restricted Stock UnitsPRSUs, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock UnitsPRSUs. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. For the avoidance of doubt, no resignation by the Participant as a director following termination of the Participant’s employment by the Company without cause shall be deemed a resignation by the Participant subject to this Section 6(a). (b) Except as provided in Sections 4(b) and 4(c) hereof, in the event that, before the end of the Measurement Period, the Participant’s Service with the Company is terminated on account of the Participant’s death or disability, a “Pro Rata Portion” of the Participant’s PRSUs shall remain outstanding during the Measurement Period and shall vest and such Pro Rata Portion shall be settled, if and to the extent the Performance Metrics are achieved, as set forth in Sections 4 and 7. For purposes hereof, “Pro Rata Portion” shall be based on a calculation where the numerator is the number of completed months that have elapsed between the first day of the Measurement Period through the date of termination of the Participant’s Service and the denominator is 36. (c) In the event that, before all the Restricted Stock Units are vestedend of the Measurement Period, the Participant’s Service with as an employee of the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability Reason (as defined in the PlanEmployment Agreement), a Pro Rata Portion (i) the effective date of the Restricted Stock Units termination of Service shall become vested be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested termination of Service as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as if the Performance Metrics had been achieved at the Target level set forth in Section 9 hereofExhibit A, and (iii) the Target PRSUs shall be forfeited as settled on the effective date of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), ) or the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related property received in respect of such shares, subject to such Restricted Stock Units, and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2012, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2012, 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) November 15 and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Servicesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), ) or the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related property received in respect of such shares, subject to such Restricted Stock Units, and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2008, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2008, 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) November 15 and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Servicesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the PlanMIP), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, of the Company. (b) In the event that, before all the shares of Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the PlanMIP), a Pro Rata Portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock Units which have already become vested as of such date, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Pro Rata Portion” shall mean that number of shares of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), ) or the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related property received in respect of such shares, subject to such Restricted Stock Units, and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2011, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2011, 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) November 15 and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Servicesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), ) or the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related property received in respect of such shares, subject to such Restricted Stock Units, and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2009, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2009, 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) November 15 and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Servicesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the PlanMIP), by the Participant for Good Reason (as defined in the Participant’s Employment Agreement with the Company dated as of September 21, 2007, as amended (the “Employment Agreement”)), or the Participant’s death or disability (as defined in the PlanMIP), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the shares of Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the PlanMIP) or by the Participant for Good Reason, all shares of Restricted Stock Units shall become vested immediately as of the date of prior to such termination of Service. (c) In the event that, before all the shares of Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the PlanMIP), a Pro Rata Portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock Units which have already become vested as of such date, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Pro Rata Portion” shall mean that number of shares of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.

Termination of Service. (ai. Except as otherwise provided in this Section 2(c) In or in Section 2(d), in the event that the Participant’s Participant experiences a Termination of Service with for any reason, the Company terminates before all Participant shall forfeit to the Company, without compensation, any Restricted Stock Units that are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination Termination of Service. (c) In ; provided, however, that in the event thatthe Participant experiences (A) a Termination of Service due to his or her death or Disability or (B) a Termination of Service by the Company without Cause (as defined below), before all the Restricted Stock Units that are vestedunvested as of the date of such Termination of Service shall not be forfeited and instead shall remain outstanding and subject to vesting in accordance with Section 2(b), subject to and conditioned upon (1) in the case of a Termination of Service by the Company without Cause or due to Disability, the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject, and (2) in the case of a Termination of Service by the Company without Cause, the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that Participant has or may have against the Company and its Affiliates and their respective affiliates, officers, directors, employees, shareholders, agents and representatives, in a form satisfactory to the Company, within twenty-one (21) days (or such longer period as may be required by law) after delivery of the form of release by the Company. ii. Notwithstanding the foregoing, a Termination of Service will not be deemed to occur for purposes of this Agreement if the Participant becomes an employee or other service provider of Driftwood Holdings LP and its subsidiaries (collectively, the “Partnership”) immediately following a Termination of Service with the Company terminates or its Subsidiaries (or if the Participant becomes an employee or other service provider of the Company or its Subsidiaries immediately following a Termination of Service with the Partnership), or if the Participant’s employment or other service with the Company or its Subsidiaries is transferred, assigned or seconded to the Partnership (or if the Participant’s employment or other service with the Partnership is transferred, assigned or seconded to the Company or its Subsidiaries), it being understood that in such cases, continuous employment or other service with the Company, its Subsidiaries and/or the Partnership shall be treated as continuous service with the Company for purposes of this Agreement, and Termination of Service shall be deemed to occur upon the cessation of all employment or other service to the Company, its Subsidiaries and the Partnership. In addition, notwithstanding the foregoing, a Termination of Service shall not be deemed to be a Termination of Service by the Company without Cause for purposes of this Agreement if the Participant is offered a position with any entity for which continued employment or other service therewith is credited for purposes of the continued service requirement related to the vesting of the Restricted Stock Units iii. For purposes of this Agreement, “Cause” shall have the meaning assigned to such term in any employment, consulting or similar agreement between the Participant and the Company or one of its Subsidiaries. To the extent that the Participant is not a party to any such agreement, or there is no definition assigned to “Cause” in such agreement, “Cause” shall mean a Termination of Service resulting from (A) the Participant’s indictment for, conviction of, or pleading of guilty or nolo contendere to, any felony or any crime involving fraud, dishonesty or moral turpitude; (B) the Participant’s gross negligence with regard to the Company or any Affiliate in respect of the Participant’s duties for the Company or any Affiliate; (C) the Participant’s willful misconduct having or, which in the good faith discretion of the Board could have, an adverse impact on the Company or any Affiliate economically or reputation-wise; (D) the Participant’s material breach of this Agreement, or any employment, consulting or similar agreement between the Participant and the Company or one of its Affiliates or material breach of any code of conduct or ethics or any other policy of the Company, which breach (if curable in the good faith discretion of the Board) has remained uncured for a period of ten (10) days following the Company’s delivery of written notice to the Participant specifying the manner in which the agreement or policy has been materially breached; or (E) the Participant’s continued or repeated failure to perform the Participant’s duties or responsibilities to the Company or any Affiliate at a level and in a manner satisfactory to the Company in its sole discretion (including by reason of the Participant’s death habitual absenteeism or disability (as defined in due to the PlanParticipant’s insubordination), a Pro Rata Portion which failure has not been cured to the Company’s satisfaction following notice to the Participant. Whether the Participant has been terminated for Cause will be determined by the Company’s Chief Executive Officer (or his or her designee) in his or her sole discretion or, if the Participant is or is reasonably expected to become subject to the requirements of Section 16 of the Restricted Stock Units shall become vested Exchange Act, by the Board in its sole discretion. To the extent the Participant is terminated as a member of the date Board of the Company or any of its Affiliates, such Service terminates termination for “cause” shall be determined in accordance with the provisions of Section 141(k) of the Delaware General Corporation Law. In addition to the portion foregoing, if the Participant is an employee or other service provider of the Restricted Stock Units which have already become vested as Partnership at the time of the Participant’s Termination of Service, then a termination by the Partnership for any act or omission by the Participant that, if done (or not done) with respect to the Company or an Affiliate would be grounds for “Cause” hereunder or in any applicable employment, consulting or similar agreement between the Participant and the Partnership that is then in-effect, then such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, Termination of Service shall be forfeited as deemed to be a Termination of the date such Service terminates. For for Cause for purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Servicethis Agreement.

Termination of Service. (ai) In Except as otherwise provided in this Section 2(c), in the event that the Participant’s Participant experiences a Termination of Service with for any reason, the Company terminates before all Participant shall forfeit to the Company, without compensation, any Restricted Stock Units that are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination Termination of Service. (cii) In Notwithstanding the event thatforegoing, before all if the Participant experiences (A) a Termination of Service due to the Participant’s death or Disability, or (B) a Termination of Service by the Company without “Cause” (as defined below), in either case, while any of the Restricted Stock Units are vestedunvested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested not be forfeited and instead shall remain outstanding and eligible to vest in accordance with Section 2(b), without regard to the requirement of the Participant’s continued employment or other service through the date of vesting; provided however that, if the FID Date has not occurred as of such Termination of Service, the FID Date must occur no later than one (1) year following the date of such Termination of Service in order for such Restricted Stock Units to remain outstanding and eligible to vest; provided further that such continued vesting shall be subject to and conditioned upon, other than in the case of a Termination of Service due to the Participant’s death: (I) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject and (II) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that Participant has or may have against the Company and its Affiliates and their respective affiliates, officers, directors, employees, shareholders, agents and representatives, in a form satisfactory to the Company, within twenty-one (21) days (or such longer period as may be required by law) after delivery of the form of release by the Company. For the avoidance of doubt, if the FID Date has not occurred as of the date of the Participant’s Termination of Service and does not occur within one (1) year following the date of such Termination of Service terminates in addition the Participant shall forfeit to the portion of the Restricted Stock Units which have already become vested as of such dateCompany, and all other Restricted Stock Units which are not and have not become vestedwithout compensation, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator are unvested as of which is 12 and the numerator such one (1) year anniversary of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination such Termination of Service. (iii) For purposes of this Agreement, notwithstanding anything in the Plan to the contrary, “Cause” shall have the meaning assigned to such term in any

Termination of Service. (a) In Upon the event that the Participanttermination or cessation of Employee’s Service employment or service with the Company terminates before all and its Affiliates, for any reason whatsoever, any portion of the Restricted Stock Units are which is not yet then vested, and which does not then become vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related pursuant to such Restricted Stock Units, as set forth in this Section 9 hereof3, shall automatically and without notice terminate, be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Companybecome null and void. (b) In Notwithstanding the foregoing, in the event that, before all that the Restricted Stock Units are vested, the ParticipantEmployee’s Service employment with or service to the Company and its Affiliates is terminated by the Company without cause (as defined in Cause, a portion of the Plan) or by the Participant for Good Reason, all Shares of Restricted Stock Units subject to this Agreement shall become immediately vested immediately as of the date of such the termination of Servicethe Employee’s employment with the Company and its Affiliates (the “Date of Termination”), as follows (in each case, rounded to the nearest whole number): the number of such Shares of Restricted Stock that shall so vest shall be calculated by (i) multiplying (A) the total number of Shares of Restricted Stock by (B) the Applicable Percentage (as defined below), and (ii) subtracting from such product that number of shares of Restricted Stock, if any, otherwise vested as of the Date of Termination pursuant to Section 2(a) hereof. For purposes hereof, the “Applicable Percentage” shall be a fraction, the numerator of which shall be the number of full months during the period beginning on the Date of Grant and ending on the Date of Termination, and the denominator of which shall be 60. (c) In Notwithstanding any other term or provision of this Agreement but subject to the event that, before all provisions of the Restricted Stock Units are vestedPlan, the Participant’s Service with Administrator shall be authorized, in its sole discretion, based upon its review and evaluation of the performance of the Employee and of the Company terminates for reason and its Affiliates, to accelerate the vesting of the Participant’s death all or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the any portion of the Restricted Stock Units which have already become vested under this Agreement, at such times and upon such terms and conditions as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, the Administrator shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Servicedeem advisable.

Termination of Service. (a) In i. Except as otherwise provided in this Section 2(c), in the event that the Participant’s Participant experiences a Termination of Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan)reason, by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled forfeit to the Company, without compensation, any compensation or other amount with respect to such forfeited Shares of Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units that are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately unvested and/or subject to forfeiture restrictions as of the date of such termination Termination of Service; provided, however, that in the event the Participant experiences (A) a Termination of Service due to the Participant’s death or Disability, or (B) a Termination of Service by the Company without “Cause” (as defined below), then any Shares of Restricted Stock that are unvested and/or subject to forfeiture restrictions as of the date of such Termination of Service shall not be forfeited and instead shall remain outstanding following the date of such Termination of Service, subject to vesting in accordance with Section 2(b), without regard to the requirement of the Participant’s continued employment or other service through the date of vesting; provided, further, that the Board (or a committee thereof), in each case, in its sole discretion, may (but shall not be obligated to ) provide for the acceleration of vesting or lapse of forfeiture restrictions of all or any unvested Shares of Restricted Stock upon or following such Termination of Service. Any continued or accelerated vesting, as applicable, of the Shares of Restricted Stock pursuant to the foregoing shall be subject to and conditioned upon, other than in the case of a Termination of Service due to the Participant’s death: (I) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject (the “Restrictive Covenants”) and (II) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that Participant has or may have against the Company and its Affiliates and their respective affiliates, officers, directors, employees, shareholders, agents and representatives, in a form satisfactory to the Company, within twenty-one (21) days (or such longer period as may be required by law) after delivery of the form of release by the Company (a “Release”). ii. If the Participant incurs a Termination of Service by the Company, one of its Subsidiaries or Driftwood Holdings LP or its subsidiaries (ccollectively, the “Partnership”) In after rejecting an offer of employment or other service with any entity for which such employment or other service would be credited as continued service with the event that, before all Company or a Subsidiary for purposes of the vesting of the Restricted Stock Units are vested(including, without limitation, pursuant to Section 2(c)(iii) of this Agreement), then, notwithstanding anything in the Participant’s foregoing to the contrary, there will be no deemed Termination of Service by the Company without Cause for purposes of this Agreement. iii. Notwithstanding the foregoing, a Termination of Service will not be deemed to occur for purposes of this Agreement if the Participant becomes an employee or other service provider of the Partnership immediately following a Termination of Service with the Company terminates or its Subsidiaries (or if the Participant becomes an employee or other service provider of the Company or its Subsidiaries immediately following a Termination of Service with the Partnership), or if the Participant’s employment or other service with the Company or its Subsidiaries is transferred, assigned or seconded to the Partnership (or if the Participant’s employment or other service with the Partnership is transferred, assigned or seconded to the Company or its Subsidiaries), it being understood that in such cases, continuous employment or other service with the Company, its Subsidiaries and/or the Partnership shall be treated as continuous service with the Company for purposes of this Agreement, and a Termination of Service shall be deemed to occur upon the cessation of all employment or other service to the Company, its Subsidiaries and the Partnership. iv. For purposes of this Agreement, notwithstanding anything in the Plan to the contrary, “Cause” shall have the meaning assigned to such term in any employment, consulting or similar agreement between the Participant and the Company or one of its Subsidiaries. To the extent that the Participant is not a party to any such agreement, or there is no definition assigned to “Cause” in such agreement, “Cause” shall mean a Termination of Service resulting from (A) the Participant’s indictment for, conviction of, or pleading of guilty or nolo contendere to, any felony or any crime involving fraud, dishonesty or moral turpitude; (B) the Participant’s gross negligence with regard to the Company or any Affiliate in respect of the Participant’s duties for the Company or any Affiliate; (C) the Participant’s willful misconduct having or, which in the good faith discretion of the Board could have, an adverse impact on the Company or any Affiliate economically or reputation-wise; (D) the Participant’s material breach of this Agreement, or any employment, consulting or similar agreement between the Participant and the Company or one of its Affiliates or material breach of any code of conduct or ethics or any other policy of the Company, which breach (if curable in the good faith discretion of the Board) has remained uncured for a period of ten (10) days following the Company’s delivery of written notice to the Participant specifying the manner in which the agreement or policy has been materially breached; or (E) the Participant’s continued or repeated failure to perform the Participant’s duties or responsibilities to the Company or any Affiliate at a level and in a manner satisfactory to the Company in its sole discretion (including by reason of the Participant’s death habitual absenteeism or disability (as defined in due to the PlanParticipant’s insubordination), a Pro Rata Portion which failure has not been cured to the Company’s satisfaction following notice to the Participant. Whether the Participant has been terminated for Cause will be determined by the Company’s Chief Executive Officer (or her or his designee) in her or his sole discretion or, if the Participant is or is reasonably expected to become subject to the requirements of Section 16 of the Restricted Stock Units shall become vested Exchange Act, by the Board or the Compensation Committee in its sole discretion. To the extent the Participant is terminated as a member of the date Board of the Company or any of its Affiliates, such Service terminates termination for “cause” shall be determined in accordance with the provisions of Section 141(k) of the Delaware General Corporation Law. In addition to the portion foregoing, if the Participant is an employee or other service provider of the Restricted Stock Units which have already become vested as Partnership at the time of the Participant’s Termination of Service, then a termination by the Partnership for any act or omission by the Participant that, if done (or not done) with respect to the Company or an Affiliate would be grounds for “Cause” hereunder or in any applicable employment, consulting or similar agreement between the Participant and the Partnership that is then in-effect, then such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, Termination of Service shall be forfeited as deemed to be a Termination of the date such Service terminates. For for Cause for purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Servicethis Agreement.

Termination of Service. (a) In the event that a. Except as otherwise expressly provided in this Agreement, if the Participant’s Service service with the Company terminates before all the Restricted Stock Units are vested for any reason other than a termination by at any time before the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vestedVesting Date, the Participant’s Service unvested PSUs shall be automatically forfeited upon such termination of service with the Company and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement. Section 5.1 notwithstanding, if the Participant’s service with the Company is terminated before the Vesting Date (i) by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability “Disability,” (as defined in ii) by the Plan), a Pro Rata Portion Company or an Affiliate without “Cause,” (iii) by the Participant for “Good Reason,” (iv) by reason of the Restricted Stock Units shall become vested Participant’s “Retirement,” or (v) by reason of a termination of employment after the Company’s nonrenewal of the Term of Employment that meets all of the conditions of Section 5(m)(i) or Section 5(m)(ii) of the Participant’s Employment Agreement, in effect as of the date such Service terminates in addition to Grant Date, the portion of the Restricted Stock Units which have already become vested as of such datePSUs, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in after adjustment for performance under Section 9 hereof3 above, shall be forfeited vest as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to as though termination of service had not occurred, in each case, provided that the same day Participant complies with Section 5(i) of the following month) between Employment Agreement, in effect at the immediately preceding Vesting Date (time of this grant. For purposes of this Agreement, “Disability,” “Cause,” “Good Reason” and “Term of Employment” are as defined under the Employment Agreement. For purposes of this Agreement, “Retirement” means the termination of service with the Company by the Participant with or without Good Reason or by the Grant Date if there is no preceding Vesting Date) Company without Cause, in each case, after the Participant has attained age 55 and the date sum of his age plus his years of service with the Company and its predecessors (including, in each case, fractional years) equals or exceeds 65 as of such termination date, and the Participant has at least five years of Serviceservice with the Company and its predecessors as of such termination date, provided that the Participant complies with Section 5(i) of the Employment Agreement, in effect at the time of this grant. Years of service for this purpose will be based on all periods of employment with the Company and its predecessors as determined by the Company in accordance with such rules and procedures as it may establish from time to time, provided that years of service shall include employment by Fixed Income Discount Advisory Company (“FIDAC”) during the time FIDAC was the external manager of the Company.

Termination of Service. (ai) In Except as otherwise provided in this Section 2(c), in the event the Participant experiences a Termination of Service for any reason, the Participant shall forfeit to the Company, without compensation, any Shares of Restricted Stock that are unvested and/or subject to forfeiture restrictions as of the date of such Termination of Service; provided, however, that in the event the Participant experiences (A) a Termination of Service due to the Participant’s death or Disability, (B) a Termination of Service by the Company without “Cause” (as defined below), or (C) following the Initial Term (as defined in the Participant’s Amended and Restated Chief Executive Officer Employment Agreement with the Company terminates before all Company, dated as of February 19, 2024 (as amended from time to time, the Restricted Stock Units are vested “Employment Agreement”)) a Termination of Service for any reason other than Cause (including due to a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason Non-Renewal (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with by either the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good ReasonParticipant), all and subject to the terms and conditions of Section 3(d)(i) of the Employment Agreement, then any Shares of Restricted Stock Units shall become vested immediately that are unvested and/or subject to forfeiture restrictions as of the date of such termination Termination of Service shall not be forfeited and instead shall remain outstanding following the date of such Termination of Service. (c) In , subject to vesting in accordance with Section 2(b), without regard to the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason requirement of the Participant’s death continued employment or disability other service through the date of vesting; provided, further, that the Board (or a committee thereof), in each case, in its sole discretion, may (but shall not be obligated to) provide for the acceleration of vesting or lapse of forfeiture restrictions of all or any unvested Shares of Restricted Stock upon or following such Termination of Service. Any continued or accelerated vesting, as defined applicable, of the Shares of Restricted Stock pursuant to the foregoing shall be subject to and conditioned upon, other than in the Plan)case of a Termination of Service due to the Participant’s death: (I) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject (the “Restrictive Covenants”) and (II) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that Participant has or may have against the Company and its Affiliates and their respective affiliates, officers, directors, employees, shareholders, agents and representatives, in a Pro Rata Portion form satisfactory to the Company, within twenty-one (21) days (or such longer period as may be required by law) after delivery of the Restricted Stock Units form of release by the Company (a “Release”). (ii) For purposes of this Agreement, notwithstanding anything in the Plan to the contrary, “Cause” shall become vested have the meaning assigned to such term in the Employment Agreement. To the extent the Participant is terminated as a member of the date Board of the Company or any of its Affiliates, such Service terminates termination for “Cause” shall be determined in accordance with the provisions of Section 141(k) of the Delaware General Corporation Law. In addition to the portion foregoing, if the Participant is an employee or other service provider of the Restricted Stock Units which have already become vested as Partnership at the time of the Participant’s Termination of Service, then a termination by the Partnership for any act or omission by the Participant that, if done (or not done) with respect to the Company or an Affiliate would be grounds for “Cause” hereunder, in the Employment Agreement, or in any applicable employment, consulting or similar agreement between the Participant and the Partnership that is then in-effect, then such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, Termination of Service shall be forfeited as deemed to be a Termination of the date such Service terminates. For for Cause for purposes hereof, “Pro Rata Portionof this Agreement.” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.and,

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement)reason, or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related property received in respect of such shares, subject to such Restricted Stock Units, and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the CompanyCompany or Genco. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company and Genco is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 20__, [insert year after the year in which Effective Date occurs] 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 20__, [insert year after the year in which Effective Date occurs] 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) November 15 and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Servicesuch month.

Termination of Service. (a) In the event that of the Participant’s Service with termination of service, the Company terminates before all Option may be exercised only to the Restricted Stock Units are extent vested for any reason other than a termination by exercisable on the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or date of the Participant’s death Termination Date (unless the termination was for Cause), and the Option must be exercised, if at all, prior to the first to occur of the following, as applicable: (X) the close of the period of three months next succeeding the Termination Date; or disability (Y) the close of the Option Period. If the services of such a Participant are terminated for Cause, his Option shall lapse and no longer be exercisable as defined in of his Termination Date, as determined by the Administrator. Notwithstanding the foregoing, if the Participant becomes an Employee of the Corporation or an Affiliate, the Option shall be subject to the provisions of Section 7(d)(iii) of the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereofof this Agreement, “ServiceCause” means a continuous time period during which shall mean the Participant’s termination of employment or service resulting from the Participant’s (i) termination for “cause” as defined under the Participant’s employment, consulting or other agreement, if any, with the Corporation or an Affiliate or (ii) if the Participant is at least one has not entered into any such employment, consulting or other agreement (or if any such agreement does not define a “cause” termination), then the Participant’s termination shall be for “Cause” if termination results due to the Participant’s (A) personal dishonesty, (B) gross incompetence, (C) willful misconduct, (D) breach of a fiduciary duty involving personal profit, (E) intentional failure to perform stated duties, (F) willful violation of any law, rule, regulation (other than minor traffic violations or similar offenses), written Corporation policy or final cease-and-desist order, (G) conviction of a felony or a misdemeanor involving moral turpitude, (H) unethical business practices in connection with the Corporation’s business, (I) misappropriation of the following: an employee or a director ofCorporation’s assets, or (J) engaging in any conduct that could be materially damaging to the Corporation without a consultant toreasonable good faith belief that such conduct was in the best interest of the Corporation. The determination of “Cause” shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Company. (b) In the event that, before all the Restricted Stock Units are vestedPlan and this Agreement, the Participant’s Service with the Company is employment or service shall be deemed to have terminated by the Company without cause (as defined in the Plan) or by the Participant for Good ReasonCause if, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, after the Participant’s Service with employment or service has terminated, facts and circumstances are discovered that would have justified, in the Company terminates for reason opinion of the Participant’s death or disability (as defined in the Plan)Administrator, a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Servicefor Cause.

Termination of Service. If the Recipient's service as an employee of the Company is terminated, the Recipient shall: (ai) In immediately forfeit his interest in any SARs that have not yet become vested, which unvested SARS shall be cancelled and shall be of no further force or effect, and (ii) retain the event right to exercise any SARs that had previously become vested prior to the Participanteffective date of the Recipient’s Service termination of employment with the Company terminates before all until the Restricted Stock Units are vested for any reason other than a termination by expiration of thirty (30) days after the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the effective date of such termination of Service. (c) In employment; provided, however, that in the event that, before all such termination of employment is as a result of the Restricted Stock Units are vestedRecipient’s Retirement or Permanent Disability, the Participantperiod during which the Recipient may exercise his vested SARs shall continue until the expiration of ninety (90) days after the effective date of termination of employment. For purposes of this Agreement, “Retirement” shall mean the Recipient’s Service voluntary termination of his employment with the Company at any time on or after the date on which the following two conditions have been satisfied: (i) the Recipient has reached age 62 and (ii) the Recipient has been continuously employed by the Company and its affiliates for at least two (2) years. For purposes of this Agreement, “Permanent Disability” shall mean a disability which, in the opinion of a physician designated by the Company, permanently prevents the Recipient from being able to render services to the Company. If the Recipient’s employment with the Company terminates for reason as a result of his death, or if the Recipient should die after terminating his employment with the Company but prior to the expiration of the Participant’s death above referenced thirty (30) or disability ninety (90) day exercise period, as defined in appropriate, the Plan), a Pro Rata Portion representative of the Restricted Stock Units Recipient’s estate shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months one (measured 1) year from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the effective date of termination of Serviceemployment to exercise any SARs that had previously become vested prior to the effective date of termination of the deceased Recipient’s employment with the Company.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement)reason, or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related property received in respect of such shares, subject to such Restricted Stock Units, and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the CompanyCompany or Genco. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company and Genco is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2012, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2012, 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) November 15 and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Servicesuch month.

Termination of Service. Except as provided below, if the Participant incurs a termination of service, all shares of Restricted Stock not vested at the time of such termination shall be immediately and automatically forfeited by the Participant upon such termination of service. (a) In the event that of the Participant’s Service with 's Retirement, death, or Disability (as such terms are defined below) the Company terminates before all following provisions shall apply: (i) if such Retirement, death, or Disability occurs within the Restricted Stock Units are vested for any reason other than a termination twelve-month period prior to the second anniversary of the Grant Date, to the extent permitted by the Company without cause (as defined Orders, if still in the Plan)effect at that time, by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall become immediately vested in two-thirds of the Award; or (ii) if such Retirement, death, or Disability occurs within the twelve-month period prior to the third anniversary of the Grant Date or anytime thereafter, to the extent permitted by the Orders, of still in effect at that time, the Participant shall become immediately vested in the full Award. Notwithstanding the foregoing, if the Participant has not performed substantial services for the Company or its Affiliates for at least two years from the Grant Date, any portion of the Participant's Award that would become vested pursuant to this Section 3(a) in connection with the Participant's Retirement shall be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Unitsforfeited. For purposes hereofof this Agreement, “Service” means a continuous time period during which Retirement shall mean termination of employment on or after the Participant attains age 65. Disability shall mean that either (i) the Participant is at least one deemed disabled for purposes of any group or individual long‑term disability policy paid for by the Company, CommunityOne Bank, or Bank of Granite (CommunityOne Bank and Bank of Granite collectively referred to herein as the “Bank”) that covers the Participant, or (ii) in the good faith judgment of the following: an employee or a director of, or a consultant toCompany Board of Directors, the CompanyParticipant is substantially unable to perform the Participant's duties under this Agreement for more than ninety days, whether or not consecutive, in any twelve‑month period, by reason of a physical or mental illness or injury. (b) In the event that, before all that the Restricted Stock Units are vested, Company terminates the Participant’s Service 's service without Cause or the Participant terminates service for Good Reason (as such terms are defined below), to the extent permitted by the Orders, if still in effect at that time, any portion of the Participant's Award that is unvested shall become immediately vested. Notwithstanding the foregoing, if the Participant has not performed substantial services for the Company or its Affiliates for at least two years from the Grant Date, any portion of the Participant's Award that would become vested pursuant to this Section 3(b) in connection with the Company is terminated Participant's termination of service shall be forfeited. For purposes of this Agreement, Cause shall mean the termination of the Participant on account of (A) the Participant's incompetence or dishonesty in his performance of, deliberate neglect of, willful malfeasance or misconduct in connection with the performance of, or continued failure to substantially perform, duties reasonably assigned to the Participant by the Company without cause (as defined Board of Directors or the applicable Bank Board of Directors which are in the Planinterests of the Company or the applicable Bank and consistent with the Participant's obligations hereunder; (B) the Participant's material breach of this Agreement or any material written Company policy; (C) the Participant's willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease‑and‑desist order; or (D) an act or acts on Participant's part constituting (x) a felony or (y) a misdemeanor involving (a) fraud, moral turpitude, dishonesty, breach of trust or fiduciary duties, organized crime or racketeering; (b) a violation of securities or commodities laws or regulations; (c) a violation of depository institution laws or regulations; (d) a violation of housing authority laws or regulations; or (e) a violation of the rules, regulations, codes of conduct or ethics of a self‑regulatory trade or professional organization. For purposes of this Agreement, Good Reason shall mean, unless the Participant shall have consented in writing thereto, (i) a material diminution in the Participant's duties and responsibilities or authority, or any material adverse change in the Participant's base compensation; (ii) a relocation of the Participant's primary work location more than thirty miles from Asheboro, North Carolina (provided that the relocation of the Participant's primary work location to Charlotte, North Carolina or a location within thirty miles of Charlotte, North Carolina shall not constitute “Good Reason”); or (iii) any material breach of this Agreement by the Company or the applicable Bank; provided that the Participant shall have delivered written notice to the Company, within ninety days of the initial existence of the circumstances giving rise to Good Reason, of the Participant's intention to terminate his employment for Good Reason, all Restricted Stock Units which notice specifies in reasonable detail the circumstances claimed to give rise to the Participant's right to terminate his employment for Good Reason and the Company or the applicable Bank shall become vested immediately as of not have cured such circumstances within thirty days following the date Company's receipt of such notice. If, following such thirty day period, the Company or the applicable Bank has not cured such circumstances and Participant decides to proceed with the termination of Servicehis employment for Good Reason, such a termination will be effective by providing the Company with a Notice of Termination. (c) In To the extent permitted by the Consent Orders, to the extent still in effect at the time, in the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability a Change in Control (as defined in the Plan26 CFR 1.280G-1, Q&A-27 through Q&A-29), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the any portion of the Restricted Stock Units which have already Participant's Award that is unvested shall become immediately vested as of upon such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth Change in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of ServiceControl.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement)reason, or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related property received in respect of such shares, subject to such Restricted Stock Units, and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the CompanyCompany or Genco. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company and Genco is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to March 15, 2011, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 15th of such month. (ii) If the termination occurs on or after March 15, 2011, 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) March 15 and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Servicesuch month.

Termination of Service. (a) In the event that If the Participant’s Service with 's service ---------- ---------------------- on the Company terminates before all the Restricted Stock Units are vested for any Board is terminated by reason other than a termination by the Company without cause (as defined in the Plan)of Retirement, by the Participant for Good Reason (as defined in the Employment Agreement), Disability or the Participant’s death or disability (as defined in the Plan)Death, all unvested shares of Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates become immediately vested and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Unitsnonforfeitable. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, If the Participant’s Service with 's service on the Company Board is terminated by the Company without cause Cause prior to any applicable vesting date, two-thirds (2/3) of the remaining unvested shares of Restricted Stock shall become immediately vested and nonforfeitable, and one-third (1/3) of the remaining unvested shares shall be forfeited to the Company (in each case rounded upward or downward to the nearest whole share, as defined applicable). If the Participant is nominated but is not reelected as a member of the Board by the shareholders of the Company, the restrictions imposed on any unvested portion of the Restricted stock shall immediately lapse. If the Participant's service on the Board is terminated for any reason other than as provided above in the Plan) or this Section 3 (including, without limitation, voluntary termination by the Participant or termination by the Company for Good ReasonCause) prior to any applicable vesting date, the Participant shall forfeit his interest in all shares of Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall that have not become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminatestermination. For purposes hereof, “Pro Rata Portion” shall mean that number Any shares of Restricted Stock Units that would become vested on are forfeited by the next Vesting Date multiplied Participant hereunder shall be returned and transferred to the Company or the Plan Trust, as determined by a fractionthe Company, the denominator of which is 12 and the numerator Participant shall cease for all purposes to be a shareholder of which is the number such shares as of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Serviceservice.

Termination of Service. (ai) In Except as otherwise provided in this Section 2(c), in the event that the Participant’s Participant experiences a Termination of Service with for any reason, the Company terminates before all Participant shall forfeit to the Company, without compensation, any Restricted Stock Units that are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination Termination of Service. (cii) In Notwithstanding the event thatforegoing, before all if the Participant experiences (A) a Termination of Service due to the Participant’s death or Disability, or (B) a Termination of Service by the Company without “Cause” (as defined below), in either case, while any of the Restricted Stock Units are vestedunvested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested not be forfeited and instead shall remain outstanding and eligible to vest in accordance with Section 2(b), without regard to the requirement of the Participant’s continued employment or other service through the date of vesting; provided however that, if the FID Date has not occurred as of such Termination of Service, the FID Date must occur no later than one (1) year following the date of such Termination of Service in order for such Restricted Stock Units to remain outstanding and eligible to vest; provided further that such continued vesting shall be subject to and conditioned upon, other than in the case of a Termination of Service due to the Participant’s death: (I) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject and (II) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that Participant has or may have against the Company and its Affiliates and their respective affiliates, officers, directors, employees, shareholders, agents and representatives, in a form satisfactory to the Company, within twenty-one (21) days (or such longer period as may be required by law) after delivery of the form of release by the Company. For the avoidance of doubt, if the FID Date has not occurred as of the date of the Participant’s Termination of Service and does not occur within one (1) year following the date of such Termination of Service terminates in addition the Participant shall forfeit to the portion of the Restricted Stock Units which have already become vested as of such dateCompany, and all other Restricted Stock Units which are not and have not become vestedwithout compensation, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator are unvested as of which is 12 and the numerator such one (1) year anniversary of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination such Termination of Service. (iii) For purposes of this Agreement, notwithstanding anything in the Plan to the contrary, “Cause” shall have the meaning assigned to such term in any employment, consulting or similar agreement between the Participant and the Company

Termination of Service. Notwithstanding anything set forth in this Exhibit A to the contrary: (a) In the event that If the Participant’s Service service with the Company terminates before all Employer is terminated on or prior to the Restricted Stock Units are vested for any reason other than a termination End Date by the Company Employer without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) Cause or by the Participant for Good Reason, all Restricted Stock then the Participant shall be eligible to vest in a number of Partnership Units shall become vested immediately equal to (1) the greater of (A) the number of Partnership Units that are Earned Units as of the date of such termination (with the date of Service.termination treated as the End Date for purposes of this clause (A)), without regard to achievement of the Service Condition, and (B) the number of Partnership Units set forth on Annex 1 to this Exhibit A corresponding to the applicable date of termination that are already, or become, Earned Units based on the achievement of the Performance Condition relating to such Partnership Units during the Performance Period, without regard to the achievement of the Service Condition (the applicable number of Partnership Units in this clause (B), the “Termination Eligible Units”), less (2) the number of Partnership Units that otherwise fully vested on or prior to the date of termination in accordance with Section 2 of this Exhibit A (as applicable, the “Qualifying Termination Units”). The Qualifying Termination Units shall remain outstanding following the date of termination and shall fully vest as of the End Date so long as (i) the Participant does not engage in Detrimental Activities at any time on or prior to the End Date and (ii) in the case of Termination Eligible Units set forth in subclause (1)(b) of this clause (a), the Performance Condition has been achieved during the Performance Period in accordance with Section 2(a) of this Exhibit A. (cb) In the event that, before all the Restricted Stock Units are vested, If the Participant’s Service service with the Company Employer terminates for reason on or prior to the End Date as a result of the Participant’s death or disability Disability, then the Participant (as defined or his applicable representative) shall be eligible to vest in a number of Partnership Units equal to (1) the Plan), a Pro Rata Portion greater of (A) the Restricted Stock number of Partnership Units shall become vested that are Earned Units as of the date of such Service terminates in addition termination (with the date of termination treated as the End Date for purposes of this clause (A)), without regard to the portion achievement of the Restricted Stock Units which have already become vested as of such dateService Condition, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, (B) if the Implied TSR Hurdle (as set forth in Section 9 hereof, shall be forfeited on Annex 2 to this Exhibit A) corresponding to the applicable date of termination has been achieved as of the date of such Service terminates. For purposes hereoftermination calculated in accordance with the terms of Annex 2 to this Exhibit A, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months “Pro-Rated Units” set forth on Annex 2 to this Exhibit A corresponding to such date of termination, less (measured from 2) the day number of the month of the Vesting Date Partnership Units that otherwise fully vested on or prior to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination in accordance with Section 2 of Servicethis Exhibit A (as applicable, the “Death/Disability Units”). The Death/Disability Units shall remain outstanding following the date of termination and shall fully vest as of the End Date; provided, that in the event of a termination due to Disability, the Participant does not engage in Detrimental Activities at any time on or prior to the End Date. (c) If the Participant’s service terminates for any other reason on or prior to the End Date (including, without limitation, (i) if the Participant’s service with the Employer is terminated on or prior to the End Date for Cause or (ii) if Participant’s service with the Employer is terminated on or prior to the End Date by the Participant without Good Reason (including any termination by the Participant in connection with Participant’s retirement)), then any Partnership Units granted pursuant to the Agreement that have not become fully vested shall immediately be forfeited.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement)reason, or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related property received in respect of such shares, subject to such Restricted Stock Units, and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the CompanyCompany or Genco. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company and Genco is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2013, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2013, 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) November 15 and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Servicesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement)reason, or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related property received in respect of such shares, subject to such Restricted Stock Units, and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the CompanyCompany or Genco. (b) In the event that, before all the Restricted Stock Units are vested, that the Participant’s Service with the Company and Genco is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such dateterminates, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2011, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes hereofof this paragraph, “Pro Rata Portion” a month shall mean that be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2011, 25% of the number of Restricted Stock Units that would become vested on the next Vesting Date shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) November 15 and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Servicesuch month.

Termination of Service. (ai) In Notwithstanding anything set forth herein to the event that contrary, if the Participant’s Service with is terminated by the Company terminates before all for Cause or by the Restricted Stock Units are vested for any reason Participant without Good Reason (other than as a result of the Participant’s death or Permanent Disability), in each case, within the two (2) year period following the Date of Grant, then (i) the Option (including any Vested Portion) shall be canceled and forfeited on the date of such termination of Service and (ii) the Company shall have the right to repurchase, pursuant to Article VI of the Stockholders Agreement, any Shares acquired upon exercise of this Option at the lower of the Fair Market Value of such Shares and the per Share Option Price paid by the Participant for such Shares. (ii) Notwithstanding anything set forth herein to the contrary, if the Participant’s Service is terminated by the Company without cause (as defined in the Plan)Cause, by the Participant for Good Reason (as defined in the Employment Agreement), or due to the Participant’s death or disability Permanent Disability, in each case, within the two (2) year period following the Date of Grant, then (A) an aggregate of forty percent (40%) of the Time Award (i.e., taking into account any portion of the Time Award that had previously vested) shall immediately become vested as defined in of the Plan), all unvested Restricted Stock Units, together with date of such termination of Service and the remaining portion of the Time Award shall be canceled and forfeited and (B) any Dividend Equivalents related to such Restricted Stock Units, as Vested Portion of the Performance Award shall remain exercisable for the period set forth in Section 9 hereof, 4(a) and the remaining portion of the Performance Award shall be canceled and forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (ciii) In the event thatExcept as otherwise provided in Sections 3(e)(i) or 3(e)(ii), before all the Restricted Stock Units are vested, if the Participant’s Service with is terminated for any reason, the Option shall, to the extent not then vested, be cancelled by the Company terminates for reason of without consideration and the Participant’s death or disability (as defined in the Plan), a Pro Rata Vested Portion of the Restricted Stock Units Option shall become vested as of remain exercisable for the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as period set forth in Section 9 hereof4(a), and shall thereafter be deemed terminated and forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Servicewithout consideration in all respects.

Termination of Service. Notwithstanding anything set forth in this Exhibit A to the contrary: (a) In the event that If the Participant’s Service service with the Company terminates before all Employer in the Restricted Stock Units are vested for any reason other than a termination role of Chief Executive Officer is terminated on or prior to the End Date by the Company Employer without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) Cause or by the Participant for Good Reason, all Restricted Stock then the Participant shall be eligible to vest in a number of Partnership Units equal to (1) the greater of (A) the number of Partnership Units that are Earned Units as of the date of notice of such termination (with the date of notice of termination treated as the End Date for purposes of this clause (A)), without regard to achievement of the Service Condition and (B) 225,000 Partnership Units that are already, or become, Earned Units based on the achievement of the Performance Condition relating to such Partnership Units during the Performance Period, without regard to the achievement of the Service Condition(the applicable number of Partnership Units in this clause (1), the “Termination Eligible Units”), less (2) the number of Partnership Units that otherwise fully vested on or prior to the date of notice of termination in accordance with Section 2 of this Exhibit A (as applicable, the “Qualifying Termination Units”). The Termination Eligible Units shall become vested immediately remain outstanding following the date of termination and shall vest on the same schedule as set forth in Section 2(b)(1) so long as (i) the Participant does not engage in Detrimental Activities at any time on or prior to the End Date and (ii) in the case of Termination Eligible Units set forth in subclause (1)(B) of this clause (a), the Performance Condition has been achieved during the Performance Period in accordance with Section 2(a) of this Exhibit A. (b) If the Participant’s service with the Employer in the role of Chief Executive Officer terminates on or prior to the End Date as a result of the Participant’s death or Permanent Disability, then (i) the Service Condition will be deemed to have been fully achieved as of the date of such termination, (ii) any Partnership Units that are Earned Units as of the date of such termination shall fully vest as of Servicethe date of the such termination and (iii) any Partnership Units that are not yet Earned Units as of the date of such termination shall fully vest as of the applicable Measurement Date on which the Performance Condition is achieved during the Performance Period in accordance with Section 2(a) of this Exhibit A; provided, that in the event of a termination due to Permanent Disability, the Participant does not engage in Detrimental Activities at any time on or prior to the applicable Measurement Date. (c) In the event that, before all the Restricted Stock Units are vested, If the Participant’s Service with the Company service terminates for any other reason of on or prior to the End Date (including, without limitation, (i) if the Participant’s death service with the Employer is terminated on or disability prior to the End Date for Cause or (as defined ii) if Participant’s service with the Employer is terminated on or prior to the End Date by the Participant without Good Reason (including any termination by the Participant in the Planconnection with Participant’s retirement)), a Pro Rata Portion of the Restricted Stock then any Partnership Units shall become vested as of the date such Service terminates in addition granted pursuant to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and Agreement that have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, fully vested shall immediately be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Serviceforfeited.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Participant’s Employment Agreement with the Company dated as of September 21, 2007, as amended (the “Employment Agreement”)), or the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock UnitsStock, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates terminates, and the Participant promptly shall not be entitled return to the Company any compensation certificates evidencing such shares, together with any cash dividends or other amount with property received in respect to of such forfeited Restricted Stock Unitsshares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the shares of Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all shares of Restricted Stock Units shall become vested immediately as of the date of prior to such termination of Service. (c) In the event that, before all the shares of Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the shares of Restricted Stock Units shall become vested as of immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock Units which have already become vested as of such date, and all other shares of Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to property received in respect of such Restricted Stock Unitsshares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Pro Rata Portion” shall mean that number of shares of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.

Termination of Service. (a) In the event that of the Participant’s Service with termination of service, the Company Option may be exercised only to the extent vested and exercisable on the date of the Participant’s Termination Date (unless the termination was for Cause), and the Option must be exercised, if at all, prior to the first to occur of the following, as applicable: (X) the close of the period of 180 days next succeeding the Termination Date; or (Y) the close of the Option Period. If the services of such a Participant are terminated for Cause, the Option shall lapse and no longer be exercisable as of his Termination Date as determined by the Administrator. Notwithstanding the foregoing, unless the Administrator determines otherwise, (i) if the Participant becomes an Employee of the Corporation or an Affiliate, he shall be subject to the provisions of Section 7(d)(iii) of the Plan; and (ii) if the Participant terminates before all service on the Restricted Stock Units are vested Board (for any reason other than death or for Cause) but enters into a termination written agreement to provide services to the Corporation as an Independent Contractor, he shall continue to be treated as in service to the Corporation and his Termination Date shall not be treated as occurring until the later of the date he no longer is in service to the Corporation as a Director or the date he is no longer in service as an Independent Contractor (as determined by the Company without cause (as defined in Administrator). For purposes of the Plan)Agreement, by the Participant for Good Reason (as defined in the Employment Agreement), or “Cause” shall mean the Participant’s death or disability termination shall be for Cause if such termination results from the Participant’s (i) termination for “cause” as defined under the Participant’s employment, consulting or other agreement, if any, with the Corporation or an Affiliate or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not define a “cause” termination), then the Participant’s termination shall be for “Cause” if termination results due to the Participant’s (A) personal dishonesty, (B) gross incompetence, (C) willful misconduct, (D) breach of a fiduciary duty involving personal profit, (E) intentional failure to perform stated duties, (F) willful violation of any law, rule, regulation (other than minor traffic violations or similar offenses), written Corporation policy or final cease-and-desist order, (G) conviction of a felony or a misdemeanor involving moral turpitude, (H) unethical business practices in connection with the Corporation’s business, (I) misappropriation of the Corporation’s assets, or (J) engaging in any conduct that could be materially damaging to the Corporation without a reasonable good faith belief that such conduct was in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, best interest of the Corporation. The determination of “Cause” shall be forfeited as made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For foregoing, for purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the Restricted Stock Units are vestedPlan and this Agreement, the Participant’s Service with the Company is employment or service shall be deemed to have terminated by the Company without cause (as defined in the Plan) or by the Participant for Good ReasonCause if, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, after the Participant’s Service with employment or service has terminated, facts and circumstances are discovered that would have justified, in the Company terminates for reason opinion of the Participant’s death or disability (as defined in the Plan)Administrator, a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Servicefor Cause.