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 for any reason other than a termination by the Company without cause (as defined in the Plan), or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, 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 PRSUs. 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the ​ effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the 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 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, or due to the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related property received in respect of such shares, subject to such PRSUs, 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 PRSUsshares. 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) Except as provided in Section 4(b) hereof, in In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company and Genco is terminated on account for reason 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to November 15, 2014, 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 15th of the Measurement Period, such month. (ii) If the Participant shall earn and vest in the Target PRSUs as termination occurs on or after November 15, 2014, 25% of the effective number of 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 between the immediately preceding November 15 and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 15th of the termination of Servicesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco Shipping & Trading Limited (“Genco”) terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company (including without cause (as defined in the Plan), or limitation the Participant’s death or disability (as defined in the Plan) other than (i) removal as a Director or termination of such Service for cause (as defined in Article III, Section 4 of the Amended and Restated By-Laws of the Company) or (ii) due to the Participant’s voluntary termination of his Service, all shares of Restricted Stock shall become vested immediately prior to the end such termination of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, 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 PRSUsService. 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) Except as provided in Section 4(b) hereof, in In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company is terminated on account and Genco terminates before all the shares of the Participant’s death Restricted Stock are vested (i) due to removal as a Director 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 such Service and the denominator is 36. (c) In the event that, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without for cause (as defined in the Plan)Article III, (i) the ​ effective date Section 4 of the termination of Service shall be the last day Amended and Restated By-laws of the Measurement Period, Company) or (ii) due to the Participant Participant’s voluntary termination of his Service, all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall earn and vest in the Target PRSUs be forfeited as of the effective 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 the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Servicesuch shares.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement PeriodMIP), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related to property received in respect of such PRSUsshares, 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 PRSUsshares. 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) Except as provided in Section 4(b) hereof, in In the event that, before all the end shares of the Measurement PeriodRestricted Stock are vested, the Participant’s Service with the Company is terminated on account terminates for reason of the Participant’s death or disabilitydisability (as defined in the MIP), a “Pro Rata Portion” of the Participant’s PRSUs shall remain outstanding during the Measurement Period and shall vest and such Pro Rata Portion of the shares of Restricted Stock shall be settled, if and become vested immediately prior to the extent date such Service terminates in addition to the Performance Metrics are achievedportion of the shares of Restricted Stock which have already become vested as of such date, and all other shares of Restricted Stock which have not become vested, together with any property received in respect of such shares, as set forth in Sections 4 Section 9 hereof, shall be forfeited as of the date such Service terminates, and 7the 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 be based mean that number of shares of Restricted Stock that would become vested on the next Vesting Date multiplied by a calculation where fraction, the denominator of which is 12 and the numerator of which is the number of completed months that have elapsed between (measured from the first day of the Measurement Period through 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 the Participant’s Service and the denominator is 36. (c) In the event that, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the ​ effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the 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 are vested for any reason other than a termination by the Company without cause (as defined in the Plan), ) or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related property received in respect of such shares, subject to such PRSUs, 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 PRSUsshares. 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 In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company is terminated on account before all the shares 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 Restricted Stock 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to November 15, 2011, 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 15th of the Measurement Period, such month. (ii) If the Participant shall earn and vest in the Target PRSUs as termination occurs on or after November 15, 2011, 25% of the effective number of 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 between the immediately preceding November 15 and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 15th of the termination 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 are vested for any reason other than a termination by the Company without cause (as defined in the Plan), ) or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related property received in respect of such shares, subject to such PRSUs, 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 PRSUsshares. 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 In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company is terminated on account before all the shares 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 Restricted Stock 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to November 15, 2012, 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 15th of the Measurement Period, such month. (ii) If the Participant shall earn and vest in the Target PRSUs as termination occurs on or after November 15, 2012, 25% of the effective number of 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 between the immediately preceding November 15 and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 15th of the termination of Servicesuch month.

Termination of Service. (a) In Upon the event that the Participanttermination or cessation of Grantee’s Service employment or service with the Company terminates and its Affiliates, for any reason other than a termination by the Company without cause (as defined in the Plan)whatsoever, or the Participant’s death or disability (as defined in the Plan) prior to the end any portion of the Measurement PeriodRestricted Stock which is not yet then vested, all unvested PRSUs, together with any Dividend Equivalents related and which does not then become vested pursuant to such PRSUs, 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 PRSUs. 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) Except as provided in Section 4(b) hereofNotwithstanding the foregoing, in the event that, before that the end of the Measurement Period, the ParticipantGrantee’s Service employment with or service to 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company its Affiliates is terminated by the Company without cause (Cause, a portion of the Shares of Restricted Stock subject to this Agreement shall become immediately vested as defined in of the Plan), (i) the ​ effective date of the termination of Service the 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 last day 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) Notwithstanding any other term or provision of this Agreement but subject to the provisions of the Measurement PeriodPlan, (ii) the Participant Administrator shall earn be authorized, in its sole discretion, based upon its review and vest in the Target PRSUs as evaluation of the effective date performance of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date Grantee and of the termination Company and its Affiliates, to accelerate the vesting of Serviceall or any portion of the Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Administrator shall deem advisable.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), ) or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related property received in respect of such shares, subject to such PRSUs, 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 PRSUsshares. 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 In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company is terminated on account before all the shares 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 Restricted Stock 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to November 15, 2013, 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 15th of the Measurement Period, such month. (ii) If the Participant shall earn and vest in the Target PRSUs as termination occurs on or after November 15, 2013, 25% of the effective number of 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 between the immediately preceding November 15 and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 15th of the termination 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 are vested for any reason other than a termination by the Company without cause (as defined in the Plan), ) or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related property received in respect of such shares, subject to such PRSUs, 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 PRSUsshares. 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 In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company is terminated on account before all the shares 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 Restricted Stock 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to November 15, 2009, 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 15th of the Measurement Period, such month. (ii) If the Participant shall earn and vest in the Target PRSUs as termination occurs on or after November 15, 2009, 25% of the effective number of 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 between the immediately preceding November 15 and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 15th of the termination of Servicesuch month.

Termination of Service. (a) In the event that If the Participant’s Service with 's service on --------- ---------------------- the Company terminates for any Board is terminated by reason other than a termination by the Company without cause (as defined in the Plan)of Retirement, Disability or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement PeriodDeath, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, shares of Restricted Stock 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 PRSUsnonforfeitable. 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, If the Participant’s Service with 's service on 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company Board is terminated by the Company without cause Cause prior to any applicable vesting date, two-thirds (as defined in the Plan), (i2/3) the ​ effective date of the termination remaining unvested shares of Service Restricted Stock shall become immediately vested and nonforfeitable, and one-third (1/3) of the remaining unvested shares shall be forfeited to the last day Company (in each case rounded upward or downward to the nearest whole share, as applicable). If the Participant is nominated but is not reelected as a member of the Measurement PeriodBoard 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 this Section 3 (iiincluding, without limitation, voluntary termination by the Participant or termination by the Company for Cause) prior to any applicable vesting date, the Participant shall earn and vest forfeit his interest in the Target PRSUs all shares of Restricted Stock that have not become vested as of the effective date of termination. Any shares of Restricted Stock that are forfeited by the Participant hereunder shall be returned and transferred to the Company or the Plan Trust, as determined by the Company, and the Participant shall cease for all purposes to be a shareholder of such shares as of the date of termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Serviceservice.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates for any reason other than a termination by the Company without cause (as defined in the Plan), or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, 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 PRSUs. 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the ​ ​ effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the 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 are vested for any reason other than a termination by the Company without cause (as defined in the Plan), ) or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related property received in respect of such shares, subject to such PRSUs, 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 PRSUsshares. 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 In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company is terminated on account before all the shares 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 Restricted Stock 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to November 15, 2008, 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 15th of the Measurement Period, such month. (ii) If the Participant shall earn and vest in the Target PRSUs as termination occurs on or after November 15, 2008, 25% of the effective number of 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 between the immediately preceding November 15 and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 15th of the termination 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 are vested for any reason other than a termination by the Company without cause (as defined in the Plan), ) or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related to property received in respect of such PRSUsshares, 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 PRSUsshares. 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 In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company is terminated on account before all the shares 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 Restricted Stock 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to November 15, 2006, 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 15th of the Measurement Period, such month. (ii) If the Participant shall earn and vest in the Target PRSUs as termination occurs on or after November 15, 2006, 25% of the effective number of 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 between the date hereof and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 15th of the termination 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 are vested for any reason other than a termination by the Company without cause (as defined in the Plan), ) or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related to property received in respect of such PRSUsshares, 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 PRSUsshares. 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 In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company is terminated on account before all the shares 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 Restricted Stock 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to July 22, 2006, 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 22nd of the Measurement Period, such month. (ii) If the Participant shall earn and vest in the Target PRSUs as termination occurs on or after July 22, 2006, 25% of the effective number of 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 between the date hereof and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 22nd of the termination 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 are vested for any reason other than a termination by the Company without cause (as defined in the Plan), ) or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related property received in respect of such shares, subject to such PRSUs, 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 PRSUsshares. 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 In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company is terminated on account before all the shares 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 Restricted Stock 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to November 15, 2010, 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 15th of the Measurement Period, such month. (ii) If the Participant shall earn and vest in the Target PRSUs as termination occurs on or after November 15, 2010, 25% of the effective number of 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 between the immediately preceding November 15 and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 15th of the termination 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 are vested for any reason other than a termination by the Company without cause (as defined in the Plan), ) or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related property received in respect of such shares, subject to such PRSUs, 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 PRSUsshares. 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 In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company is terminated on account before all the shares 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 Restricted Stock 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to November 15, 2007, 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 15th of the Measurement Period, such month. (ii) If the Participant shall earn and vest in the Target PRSUs as termination occurs on or after November 15, 2007, 25% of the effective number of 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 between the immediately preceding November 15 and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 15th of the termination 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), Section 6(b) or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement PeriodSection 6(c), all unvested PRSUsRestricted Stock Units, together with any Dividend Equivalents related to such PRSUsRestricted 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 PRSUsRestricted 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) 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 hereofthe avoidance of doubt, “Pro Rata Portion” shall be based on no resignation by the Participant as 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 director following termination of the Participant’s Service and employment by the denominator is 36Company without cause shall be deemed a resignation by the Participant subject to this Section 6(a). (cb) In the event that, before all the end of the Measurement PeriodRestricted Stock Units are vested, the Participant’s Service as an employee of with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), (i) the ​ effective date of the termination of Service Restricted Stock Units shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs full as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the 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 terminates 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 PRSUs, together with any Dividend Equivalents related to such PRSUs, 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 PRSUs. 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 Section 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 the end of the Measurement Period, the Participant’s Service 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 (as defined in the Employment Agreement), (i) the ​ effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of ServiceService as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, and (iii) the Target PRSUs shall be settled on the effective date of the 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 three months 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 service on the 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, 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) prior to the end best interest of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, 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 PRSUs. 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) Except as provided in Section 4(b) hereof, in the event that, before the end of the Measurement PeriodPlan and this Agreement, the Participant’s Service with the Company is employment or service shall be deemed to have terminated on account of for Cause if, after the Participant’s death employment or disabilityservice has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, 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 36for Cause. (c) In the event that, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the ​ effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the 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 the Participant experiences a Termination of Service for any reason, the Participant shall forfeit to the Company, without compensation, any Restricted Stock Units that are unvested 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 his or her death or Disability or (B) a Termination of Service by the Company without Cause (as defined below), all Restricted Stock Units that are unvested 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 habitual absenteeism or due to the Participant’s insubordination), 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 Exchange Act, by the Board in its sole discretion. To the extent the Participant is terminated as a member of the Board of the Company or any of its Affiliates, such 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 foregoing, if the Participant is an employee or other than service provider of the Partnership at the time of the Participant’s Termination of Service, then a termination by the Company without cause (as defined in the Plan), Partnership for any act or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and omission by the Participant shall that, if done (or not be entitled to any compensation or other amount done) with respect to such forfeited PRSUs. For purposes hereofthe Company or an Affiliate would be grounds for “Cause” hereunder or in any applicable employment, “Service” means a continuous time period during which consulting or similar agreement between 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 Partnership that is 36. (c) In the event thatthen in-effect, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the ​ effective date of the termination then such Termination of Service shall be the last day deemed to be a Termination of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as Service for Cause for purposes of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Servicethis Agreement.

Termination of Service. Notwithstanding Section 2(a), if Optionee’s service for the Company and/or its Subsidiaries (awhether such service was rendered as an employee or a consultant or advisor) In terminates for any reason (“Termination of Service”) prior to the event complete exercise of the Option, then all vesting pursuant to Section 2(a) shall cease as of the date of Termination of Service and the Option shall thereafter be exercisable only to the extent, if any, that the Participant’s Option was exercisable at the time of Termination of Service; provided, however, that (i) if Termination of Services occurs by reason of death or Disability then the Option shall immediately become exercisable in full as to 100% of the Shares and (ii) upon any Termination of Service with by the Company terminates for Cause (as defined below), the entire Option shall immediately and automatically terminate, notwithstanding any prior vesting. In addition, notwithstanding any other provision in this Agreement to the contrary, the entire Option shall immediately and automatically terminate, notwithstanding any prior vesting, if following Termination of Service the Optionee breaches any material provision of the Employee Invention Agreement (as defined below). For purposes of this Agreement, the term “Cause” (i) shall expressly include the breach by Optionee of any material provision of the Employee Proprietary Information and Inventions Agreement signed by the Optionee for the benefit of the Company and/or its Subsidiaries (the “Employee Invention Agreement”) and (ii) shall also include any actions or inactions constituting “cause” within the meaning ascribed thereto in the Plan and in any employment agreement to which Optionee is a party or, in the absence thereof, shall include but not be limited to insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform his or her duties and responsibilities for any reason other than a termination by the Company without cause (as defined in the Plan), illness or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, 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 PRSUs. 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 Companyincapacity. (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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the ​ effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the 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 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, or due to the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related property received in respect of such shares, subject to such PRSUs, 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 PRSUsshares. 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) Except as provided in Section 4(b) hereof, in In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company and Genco is terminated on account for reason 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to March 15, 2011, 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 15th of the Measurement Period, such month. (ii) If the Participant shall earn and vest in the Target PRSUs as termination occurs on or after March 15, 2011, 25% of the effective number of 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 between the immediately preceding March 15 and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 15th of the termination of Servicesuch month.

Termination of Service. (a) In Notwithstanding anything to the contrary in the Transaction Agreement or otherwise, in the event that the Participant’s Service with the Company terminates your service to New LP or Argon HoldCo is terminated for any reason other than a your resignation of service without Good Reason or your termination of service by New LP or Argon HoldCo for Cause, then, subject to Section IV.B. of the Non-Competition Agreement (x) all of your then unvested Founder Units and Founder Earn-Out Units will remain outstanding and eligible to vest notwithstanding such termination of service as provided in clause (y) and clause (z) below, (y) the unvested stock price performance-based Founder Earn-Out Units will fully vest only upon the satisfaction of the applicable stock price performance conditions and will time vest on their regularly scheduled vesting dates during the period that you are bound by the Company without cause non-competition, non-solicitation or non-interference covenants set forth in Sections I.A., I.B. and I.C. of the Non-Competition Agreement (as defined in the Plan), or the Participant’s death or disability “Restriction Period”) (as defined in the Plan) prior to with full time vesting at the end of such Restriction Period or the Measurement Perioddate of your death, if earlier, notwithstanding such termination of service) and (z) all of your then unvested PRSUsFounder Units shall vest on their regularly scheduled vesting dates during Restriction Period and all such Founder Units shall fully vest upon the expiration of the Restriction Period or the date of your death, together with any Dividend Equivalents related to if earlier, notwithstanding such PRSUs, as termination of service. For purposes of this Partner Agreement “Cause” has the meaning set forth in Section 9 hereof, shall be forfeited as 5(b) hereof and “Good Reason” means the occurrence of any of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited PRSUs. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the followingfollowing events without your written consent: 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the ​ effective date of the termination of Service shall be the last day of the Measurement Perioda material adverse change in your titles, positions, authority, duties or responsibilities, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Service.the

Termination of Service. (a) In the event that If the Participant’s Service with 's service ---------- ---------------------- on the Company terminates for any Board is terminated by reason other than a termination by the Company without cause (as defined in the Plan)of Retirement, Disability or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement PeriodDeath, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, shares of Restricted Stock 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 PRSUsnonforfeitable. 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, If the Participant’s Service with 's service on 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company Board is terminated by the Company without cause Cause prior to any applicable vesting date, two-thirds (as defined in the Plan), (i2/3) the ​ effective date of the termination remaining unvested shares of Service Restricted Stock shall become immediately vested and nonforfeitable, and one-third (1/3) of the remaining unvested shares shall be forfeited to the last day Company (in each case rounded upward or downward to the nearest whole share, as applicable). If the Participant is nominated but is not reelected as a member of the Measurement PeriodBoard 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 this Section 3 (iiincluding, without limitation, voluntary termination by the Participant or termination by the Company for Cause) prior to any applicable vesting date, the Participant shall earn and vest forfeit his interest in the Target PRSUs all shares of Restricted Stock that have not become vested as of the effective date of termination. Any shares of Restricted Stock that are forfeited by the Participant hereunder shall be returned and transferred to the Company or the Plan Trust, as determined by the Company, and the Participant shall cease for all purposes to be a shareholder of such shares as of the date of termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Serviceservice.

Termination of Service. Notwithstanding Section 2(a), if Optionee’s service for the Corporation and/or its Subsidiaries (awhether such service was rendered as an employee or a consultant or advisor) In terminates for any reason (“Termination of Service”) prior to the event complete exercise of the Option, then all vesting pursuant to Section 2(a) shall cease as of the date of Termination of Service and the Option shall thereafter be exercisable only to the extent, if any, that the Participant’s Option was exercisable at the time of Termination of Service; provided, however, that (i) if Termination of Service with occurs by reason of death or Disability then the Company terminates Option shall immediately become exercisable in full as to 100% of the Shares and (ii) upon any Termination of Service by the Corporation for Cause (as defined below), the entire Option shall immediately and automatically terminate, notwithstanding any prior vesting. In addition, notwithstanding any other provision in this Agreement to the contrary, the entire Option shall immediately and automatically terminate, notwithstanding any prior vesting, if following Termination of Service the Optionee breaches any material provision of the Employee Invention Agreement (as defined below). For purposes of this Agreement, the term “Cause” (i) shall expressly include the breach by Optionee of any material provision of the Employee Proprietary Information and Inventions Agreement signed by the Optionee for the benefit of the Corporation and/or its Subsidiaries (the “Employee Invention Agreement”) and (ii) shall also include any actions or inactions constituting “cause” within the meaning ascribed thereto in the Plan and in any employment agreement to which Optionee is a party or, in the absence thereof, shall include but not be limited to insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform his or her duties and responsibilities for any reason other than a termination by the Company without cause (as defined in the Plan), illness or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, 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 PRSUs. 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 Companyincapacity. (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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the ​ effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Service.

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 the Company terminates for any reason other than reason, the Participant shall forfeit to the Company, without compensation, any Restricted Stock Units that are unvested as of the date of such Termination of Service. (ii) Notwithstanding the foregoing, if the Participant experiences (A) a termination by the Company without cause (as defined in the Plan), or Termination of Service due to the Participant’s death or disability 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 unvested, the Restricted Stock Units shall 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 Plan) prior case of a Termination of Service due to the end 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 Measurement Periodform of release by the Company. For the avoidance of doubt, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, shall be forfeited if the FID Date has not occurred 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 PRSUs. 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” Termination of the Participant’s PRSUs shall remain outstanding during the Measurement Period Service 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 does not occur within one (1) year following the date of termination such Termination of Service the Participant’s Service and Participant shall forfeit to the denominator is 36Company, without compensation, any Restricted Stock Units that are unvested as of such one (1) year anniversary of such Termination of Service. (ciii) In the event thatFor purposes of this Agreement, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined notwithstanding anything in the Plan)Plan to the contrary, (i) “Cause” shall have the ​ effective date of the termination of Service shall be the last day of the Measurement Periodmeaning assigned to such term in any employment, (ii) consulting or similar agreement between the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Service.Company

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock 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 Plan) prior to the end of the Measurement PeriodMIP), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related to property received in respect of such PRSUsshares, 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 PRSUsshares. 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 In the event that, before all the end shares of the Measurement PeriodRestricted Stock are vested, 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (iMIP) the ​ effective date of the termination of Service shall be the last day of the Measurement Period, (ii) or by the Participant for Good Reason, all shares of Restricted Stock shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the become vested immediately prior to such termination of Service. (c) In the event that, before all the shares of Restricted Stock are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the MIP), a Pro Rata Portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 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) 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 Company, dated as of February 19, 2024 (as amended from time to time, the “Employment Agreement”)) a Termination of Service for any reason other than Cause (including due to a termination by the Company without cause Non-Renewal (as defined in the PlanEmployment Agreement) by either the Company or by the Participant), or the Participant’s death or disability (as defined in the Plan) prior and subject to the end terms and conditions of Section 3(d)(i) of the Measurement PeriodEmployment Agreement, all then any Shares of Restricted Stock that are unvested PRSUs, together with any Dividend Equivalents related and/or subject to such PRSUs, as set forth in Section 9 hereof, shall be forfeited forfeiture restrictions as of the date of such Termination of Service terminates and the Participant shall not be entitled forfeited and instead shall remain outstanding following the date of such Termination of Service, subject to any compensation vesting in accordance with Section 2(b), without regard to the requirement of the Participant’s continued employment or other amount 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 respect all confidentiality obligations and restrictive covenants to such forfeited PRSUs. For purposes hereof, “Service” means a continuous time period during which the Participant is at least 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 following: form of release by the Company (a “Release”). (ii) For purposes of this Agreement, notwithstanding anything in the Plan to the contrary, “Cause” shall have the meaning assigned to such term in the Employment Agreement. To the extent the Participant is terminated as a member of the Board of the Company or any of its Affiliates, such 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 foregoing, if the Participant is 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 other service provider of the Measurement Period, Partnership at the Participant’s Service with the Company is terminated on account time of the Participant’s death Termination of Service, then a termination by the Partnership for any act or disability, a “Pro Rata Portion” of omission by the Participant’s PRSUs shall remain outstanding during the Measurement Period and shall vest and such Pro Rata Portion shall be settledParticipant that, if and done (or not done) with respect to the extent Company or an Affiliate would be grounds for “Cause” hereunder, in the Performance Metrics are achievedEmployment Agreement, as set forth or in Sections 4 and 7. For purposes hereofany applicable employment, “Pro Rata Portion” shall be based on a calculation where the numerator is the number of completed months that have elapsed consulting or similar agreement between the first day of the Measurement Period through the date of termination of the Participant’s Service Participant and the denominator Partnership that is 36. (c) In the event thatthen in-effect, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the ​ effective date of the termination then such Termination of Service shall be the last day deemed to be a Termination of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as Service for Cause for purposes of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Servicethis Agreement.” 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 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, or due to the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related property received in respect of such shares, subject to such PRSUs, 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 PRSUsshares. 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) Except as provided in Section 4(b) hereof, in In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company and Genco is terminated on account for reason 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to November 15, 20__, [insert year after the year in which Effective Date occurs] 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 15th of the Measurement Period, such month. (ii) If the Participant shall earn and vest termination occurs on or after November 15, 20__, [insert year after the year in the Target PRSUs as which Effective Date occurs] 25% of the effective number of 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 between the immediately preceding November 15 and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 15th of the termination 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 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, or due to the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related property received in respect of such shares, subject to such PRSUs, 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 PRSUsshares. 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) Except as provided in Section 4(b) hereof, in In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company and Genco is terminated on account for reason 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to November 15, 2013, 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 15th of the Measurement Period, such month. (ii) If the Participant shall earn and vest in the Target PRSUs as termination occurs on or after November 15, 2013, 25% of the effective number of 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 between the immediately preceding November 15 and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 15th of the termination 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 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) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related to property received in respect of such PRSUsshares, 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 PRSUsshares. 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 In the event that, before all the end shares of the Measurement PeriodRestricted Stock are vested, 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the ​ effective date of the termination of Service shall be the last day of the Measurement Period, (ii) or by the Participant for Good Reason, all shares of Restricted Stock shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the become vested immediately prior to such termination of Service. (c) In the event that, before all the shares of Restricted Stock 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 shall become vested immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 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 service on the 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, 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) prior to the end best interest of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, 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 PRSUs. 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) Except as provided in Section 4(b) hereof, in the event that, before the end of the Measurement PeriodPlan and this Agreement, the Participant’s Service with the Company is employment or service shall be deemed to have terminated on account of for Cause if, after the Participant’s death employment or disabilityservice has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, 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 36for Cause. (c) In the event that, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the ​ effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Service.

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 the Company terminates for any reason other than a termination by the Company without cause 's Retirement, death, or Disability (as such terms are defined in below) the Plan)following provisions shall apply: (i) if such Retirement, death, or Disability occurs within the Participant’s death or disability (as defined in the Plan) twelve-month period prior to the end second anniversary of the Measurement PeriodGrant Date, all unvested PRSUsto the extent permitted by the Orders, together with any Dividend Equivalents related to such PRSUsif still in effect at that time, 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 PRSUsforfeited. 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) Except as provided in Section 4(b) hereof, in In the event thatthat the Company terminates the Participant's service without Cause or the Participant terminates service for Good Reason (as such terms are defined below), before to the end extent permitted by the Orders, if still in effect at that time, any portion of the Measurement PeriodParticipant'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 Service '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 death 's incompetence or disabilitydishonesty 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 Board of Directors or the applicable Bank Board of Directors which are in the interests 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 “Pro Rata Portion” 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 PRSUs shall remain outstanding during 's primary work location more than thirty miles from Asheboro, North Carolina (provided that 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 relocation of the Participant’s Service '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, 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 denominator is 36Company or the applicable Bank shall not have cured such circumstances within thirty days following the 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 his 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause a Change in Control (as defined in the Plan26 CFR 1.280G-1, Q&A-27 through Q&A-29), (i) the ​ effective date any portion of the termination of Service Participant's Award that is unvested shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest become immediately vested upon such Change in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of ServiceControl.

Termination of Service. (ai) In Notwithstanding anything set forth herein to the event that contrary, if the Participant’s Service with the Company terminates for any reason other than a termination is terminated by the Company without cause (as defined in the Plan), for Cause or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and by the Participant shall not be entitled to any compensation or without Good Reason (other amount with respect to such forfeited PRSUs. For purposes hereof, “Service” means than as 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 result of the Participant’s death or disabilityPermanent Disability), a “Pro Rata in each case, within the two (2) year period following the Date of Grant, then (i) the Option (including any Vested 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 canceled 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 forfeited 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 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 and the denominator is 36. (c) In the event that, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause Cause, by the Participant for Good Reason or due to the Participant’s death or 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), (i) the ​ effective date of the such termination of Service and the remaining portion of the Time Award shall be the last day canceled and forfeited and (B) any Vested Portion of the Measurement Period, (iiPerformance Award shall remain exercisable for the period set forth in Section 4(a) and the Participant remaining portion of the Performance Award shall earn be canceled and vest in the Target PRSUs forfeited as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the such termination of Service. (iii) Except as otherwise provided in Sections 3(e)(i) or 3(e)(ii), if the Participant’s Service is terminated for any reason, the Option shall, to the extent not then vested, be cancelled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 4(a), and shall thereafter be deemed terminated and forfeited without consideration in all respects.

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 for any reason other than a termination by the Company without cause (as defined in the Plan), or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period, all unvested PRSUs, together with at any Dividend Equivalents related to such PRSUs, 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 PRSUs. 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 PeriodVesting 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 on account before the Vesting Date (i) by reason of the Participant’s death or disability, a “Pro Rata PortionDisability,” (ii) by the Company or an Affiliate without “Cause,” (iii) by the Participant for “Good Reason,” (iv) by reason of the Participant’s PRSUs shall remain outstanding during “Retirement,” or (v) by reason of a termination of employment after 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 Company’s nonrenewal of the Measurement Period through Term of Employment that meets all of the date conditions of termination Section 5(m)(i) or Section 5(m)(ii) of the Participant’s Service and the denominator is 36. (c) In the event thatEmployment Agreement, before the end in effect as of the Measurement PeriodGrant Date, the Participant’s Service PSUs, after adjustment for performance under Section 3 above, shall vest as an employee of the Vesting Date as though termination of service had not occurred, in each case, provided that the Participant complies with Section 5(i) of the Employment Agreement, in effect at the 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 is terminated by the Participant with or without Good Reason or by the Company without cause Cause, in each case, after the Participant has attained age 55 and the 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 defined in of such termination date, and the Plan)Participant has at least five years of service with the Company and its predecessors as of such termination date, (iprovided that the Participant complies with Section 5(i) the ​ effective date of the termination Employment Agreement, in effect at the time of Service 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 be include employment by Fixed Income Discount Advisory Company (“FIDAC”) during the last day time FIDAC was the external manager of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of ServiceCompany.

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 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, or due to the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related property received in respect of such shares, subject to such PRSUs, 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 PRSUsshares. 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) Except as provided in Section 4(b) hereof, in In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company and Genco is terminated on account for reason 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to November 15, 2011, 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 15th of the Measurement Period, such month. (ii) If the Participant shall earn and vest in the Target PRSUs as termination occurs on or after November 15, 2011, 25% of the effective number of 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 between the immediately preceding November 15 and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 15th of the termination of Servicesuch month.

Termination of Service. (a) In the event that of the Participant’s Service with termination of service, the Company terminates for any reason other than a termination by Option may be exercised only to the Company without cause (as defined in extent vested exercisable on the Plan), or date of the Participant’s death or disability Termination Date (as defined in unless the Plan) termination was for Cause), and the Option must be exercised, if at all, prior to the end first to occur of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUsfollowing, as set forth in Section 9 hereofapplicable: (X) the close of the period of three months next succeeding the Termination Date; or (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 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 forfeited as subject to the provisions of Section 7(d)(iii) of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited PRSUsPlan. 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 to, the Company. (b) Except as provided in Section 4(b) hereof, reasonable good faith belief that such conduct was in the event that, before the end best interest of the Measurement PeriodCorporation. 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 the Company is employment or service shall be deemed to have terminated on account of for Cause if, after the Participant’s death employment or disabilityservice has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, 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 36for Cause. (c) In the event that, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the ​ effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Service.

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 the Company terminates for any reason other than reason, the Participant shall forfeit to the Company, without compensation, any Restricted Stock Units that are unvested as of the date of such Termination of Service. (ii) Notwithstanding the foregoing, if the Participant experiences (A) a termination by the Company without cause (as defined in the Plan), or Termination of Service due to the Participant’s death or disability 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 unvested, the Restricted Stock Units shall 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 Plan) prior case of a Termination of Service due to the end 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 Measurement Periodform of release by the Company. For the avoidance of doubt, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, shall be forfeited if the FID Date has not occurred 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 PRSUs. 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” Termination of the Participant’s PRSUs shall remain outstanding during the Measurement Period Service 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 does not occur within one (1) year following the date of termination such Termination of Service the Participant’s Service and Participant shall forfeit to the denominator is 36Company, without compensation, any Restricted Stock Units that are unvested as of such one (1) year anniversary of such Termination of Service. (ciii) In the event thatFor purposes of this Agreement, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined notwithstanding anything in the Plan)Plan to the contrary, (i) “Cause” shall have the ​ effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest meaning assigned to such term in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Service.any

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 for any reason other than a termination by the Company without cause (as defined in the Plan), Employer is terminated on or the Participant’s death or disability (as defined in the Plan) prior to the end of End Date by the Measurement PeriodEmployer without Cause or by the Participant for Good Reason, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, then the Participant shall be forfeited 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 such termination (with the date of termination treated as the End Date for purposes of this clause (A)), without regard to achievement of the Service terminates 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 shall does not be entitled engage in Detrimental Activities at any time on or prior to any compensation or other amount with respect to such forfeited PRSUs. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one End Date and (ii) in the case of the following: an employee or a director of, or a consultant toTermination Eligible Units set forth in subclause (1)(b) of this clause (a), the Company.Performance Condition has been achieved during the Performance Period in accordance with Section 2(a) of this Exhibit A. (b) Except as provided in Section 4(b) hereof, in the event that, before the end of the Measurement Period, If the Participant’s Service service with the Company is terminated Employer terminates on account or prior to the End Date as a result of the Participant’s death or disabilityDisability, a “Pro Rata Portion” of then the Participant’s PRSUs shall remain outstanding during the Measurement Period and shall vest and such Pro Rata Portion Participant (or his applicable representative) shall be settled, if and eligible to vest in a number of Partnership Units equal to (1) 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 greater of (A) the number of completed months Partnership Units that have elapsed between the first day are Earned Units as of the Measurement Period through date of such termination (with the date of termination treated as the End Date for purposes of this clause (A)), without regard to achievement of the Participant’s Service Condition, and (B) if the denominator is 36Implied TSR Hurdle (as set forth on Annex 2 to this Exhibit A) corresponding to the applicable date of termination has been achieved as of the date of such termination calculated in accordance with the terms of Annex 2 to this Exhibit A, the number of “Pro-Rated Units” set forth on Annex 2 to this Exhibit A corresponding to such date of termination, 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 “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) In the event that, before the end of the Measurement Period, If the Participant’s Service as an employee of service terminates for any other reason on or prior to the Company is terminated by the Company End Date (including, without cause (as defined in the Plan)limitation, (i) if the ​ effective date of Participant’s service with the termination of Service shall be Employer is terminated on or prior to the last day of the Measurement Period, 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 earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall immediately be settled on the effective date of the termination of Serviceforfeited.

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 for any reason other than a termination by reason, the Company Participant shall forfeit to the Company, without cause (compensation, any Shares of Restricted Stock that are unvested and/or subject to forfeiture restrictions as defined of the date of such Termination of Service; provided, however, that in the Plan), or event the Participant experiences (A) a Termination of Service due to the Participant’s death or disability Disability, or (B) a Termination of Service by the Company without “Cause” (as defined in the Plan) prior below), then any Shares of Restricted Stock that are unvested and/or subject to the end of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, shall be forfeited forfeiture restrictions as of the date of such Termination of Service terminates and the Participant shall not be entitled forfeited and instead shall remain outstanding following the date of such Termination of Service, subject to any compensation vesting in accordance with Section 2(b), without regard to the requirement of the Participant’s continued employment or other amount 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 respect all confidentiality obligations and restrictive covenants to such forfeited PRSUs. For purposes hereof, “Service” means a continuous time period during which the Participant is at least 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 (collectively, the following: “Partnership”) 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 Company or a Subsidiary for purposes of the vesting of the Restricted Stock (including, without limitation, pursuant to Section 2(c)(iii) of this Agreement), then, notwithstanding anything in the 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 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 other service provider of the Measurement Period, the Participant’s Partnership immediately following a Termination of Service with the Company 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 terminated on account 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 death duties for the Company or disabilityany 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 “Pro Rata Portion” 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 PRSUs shall remain outstanding during habitual absenteeism or due to the Measurement Period and shall vest and such Pro Rata Portion shall Participant’s insubordination), 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 settleddetermined by the Company’s Chief Executive Officer (or her or his designee) in her or his sole discretion or, if and the Participant is or is reasonably expected to become subject to the requirements of Section 16 of the Exchange Act, by the Board or the Compensation Committee in its sole discretion. To the extent the Performance Metrics are achievedParticipant is terminated as a member of the Board of the Company or any of its Affiliates, as set forth in Sections 4 and 7. For purposes hereof, such termination for “Pro Rata Portioncause” shall be based on a calculation where determined in accordance with the numerator is the number provisions of completed months that have elapsed between the first day Section 141(k) of the Measurement Period through Delaware General Corporation Law. In addition to the date foregoing, if the Participant is an employee or other service provider of termination the Partnership at the time of the Participant’s Service 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 denominator Partnership that is 36. (c) In the event thatthen in-effect, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the ​ effective date of the termination then such Termination of Service shall be the last day deemed to be a Termination of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as Service for Cause for purposes of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Servicethis Agreement.

Termination of Service. (a) In Upon the event that the Participanttermination or cessation of Employee’s Service employment or service with the Company terminates and its Affiliates, for any reason other than a termination by the Company without cause (as defined in the Plan)whatsoever, or the Participant’s death or disability (as defined in the Plan) prior to the end any portion of the Measurement PeriodRestricted Stock which is not yet then vested, all unvested PRSUs, together with any Dividend Equivalents related and which does not then become vested pursuant to such PRSUs, 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 PRSUs. 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) Except as provided in Section 4(b) hereofNotwithstanding the foregoing, in the event that, before that the end of the Measurement Period, the ParticipantEmployee’s Service employment with or service to 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company its Affiliates is terminated by the Company without cause (Cause, a portion of the Shares of Restricted Stock subject to this Agreement shall become immediately vested as defined in of the Plan), (i) the ​ effective date of the termination of Service the 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 last day 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) Notwithstanding any other term or provision of this Agreement but subject to the provisions of the Measurement PeriodPlan, (ii) the Participant Administrator shall earn be authorized, in its sole discretion, based upon its review and vest in the Target PRSUs as evaluation of the effective date performance of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date Employee and of the termination Company and its Affiliates, to accelerate the vesting of Serviceall or any portion of the Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Administrator shall deem advisable.

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 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, or due to the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period), all unvested PRSUsshares of Restricted Stock, together with any Dividend Equivalents related property received in respect of such shares, subject to such PRSUs, 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 PRSUsshares. 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) Except as provided in Section 4(b) hereof, in In the event that, before the end of the Measurement Period, that the Participant’s Service with the Company and Genco is terminated on account for reason 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 the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, 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 ​ effective date termination occurs prior to November 15, 2012, 25% of the termination 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 of this paragraph, a month shall be deemed completed on the last day 15th of the Measurement Period, such month. (ii) If the Participant shall earn and vest in the Target PRSUs as termination occurs on or after November 15, 2012, 25% of the effective number of 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 between the immediately preceding November 15 and the date such Service terminates. For the purposes of the termination of Servicethis paragraph, (iii) the Target PRSUs a month shall be settled deemed completed on the effective date 15th of the termination of Servicesuch month.

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 for any reason other than a termination by the Company without cause (as defined Employer in the Plan), role of Chief Executive Officer is terminated on or the Participant’s death or disability (as defined in the Plan) prior to the end End Date by the Employer without Cause or by the Participant for Good Reason, 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 Measurement 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, all unvested PRSUswithout regard to the achievement of the Service Condition(the applicable number of Partnership Units in this clause (1), together 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 any Dividend Equivalents related to such PRSUsSection 2 of this Exhibit A (as applicable, the “Qualifying Termination Units”). The Termination Eligible Units shall remain outstanding following the date of termination and shall vest on the same schedule as set forth in Section 9 hereof, shall be forfeited 2(b)(1) so long as of the date such Service terminates and (i) the Participant shall does not be entitled engage in Detrimental Activities at any time on or prior to any compensation or other amount with respect to such forfeited PRSUs. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one End Date and (ii) in the case of the following: an employee or a director of, or a consultant toTermination Eligible Units set forth in subclause (1)(B) of this clause (a), the Company.Performance Condition has been achieved during the Performance Period in accordance with Section 2(a) of this Exhibit A. (b) Except as provided in Section 4(b) hereof, in the event that, before the end of the Measurement Period, If the Participant’s Service service with the Company is terminated Employer in the role of Chief Executive Officer terminates on account or prior to the End Date as a result of the Participant’s death or disabilityPermanent Disability, a “Pro Rata Portion” then (i) the Service Condition will be deemed to have been fully achieved as 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 such termination, (ii) any Partnership Units that are Earned Units as of the Participant’s Service date of such termination shall fully vest as of the date of the such termination and (iii) any Partnership Units that are not yet Earned Units as of the denominator date of such termination shall fully vest as of the applicable Measurement Date on which the Performance Condition is 36achieved 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 the end of the Measurement Period, If the Participant’s Service as an employee of service terminates for any other reason on or prior to the Company is terminated by the Company End Date (including, without cause (as defined in the Plan)limitation, (i) if the ​ effective date of Participant’s service with the termination of Service shall be Employer is terminated on or prior to the last day of the Measurement Period, 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 earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall immediately be settled on the effective date of the termination of Serviceforfeited.