Common use of Vesting of Units Clause in Contracts

Vesting of Units. (a) No PRSUs will be earned unless and until the Committee determines the extent to which the performance criteria set forth in Exhibit A have been met with respect to the Performance Period designated above. As soon as practicable following the availability of audited results of the Company for the fiscal year ending July 31, 2015, the Committee will determine whether and the extent to which the performance criteria in Exhibit A has been satisfied and the number of PRSUs earned as set forth in Exhibit A (“Earned PRSUs”). The date on which the Committee makes its determination is referred to in this Agreement as the “Determination Date”. Earned PRSUs, if any, will become vested and nonforfeitable on the last day of the Performance Period (the “Vesting Date”), provided, except as set forth in Section 3(c) below, that you have not incurred an “Employment Termination Date” (as defined below) prior to the Vesting Date. Except as set forth in Section 3(c) below, if your Employment Termination Date occurs for any reason before the Vesting Date, all of the Units shall be forfeited and immediately cancelled. (b) For purposes of Section 3(a), the term “Employment Termination Date” shall mean the earlier of (i) the date, as determined by the Company, that you are no longer actively employed by the Company or any of its Affiliated Companies, and in the case of an involuntary termination, such date shall not be extended by any notice period mandated by law or any contractual notice period); or (ii) the date, as determined by the Company, that your employer is no longer an Affiliated Company. You will not be considered to have terminated employment during an approved leave of absence. However, you will be considered to have terminated employment if you fail to return to the employ of the Company or any of its Affiliated Companies at the end of the approved leave of absence, and your Employment Termination Date shall be deemed to have occurred on the last day of your approved leave of absence.

Vesting of Units. The following provision supplements Paragraph 3 Subsection (ab) No PRSUs will be earned unless and until of the Committee determines Agreement: Where Awards are settled with shares of Company Stock that are not newly-issued, settlement of the extent Awards shall take place, at the latest, on or prior to December 31 of the calendar year which is three (3) years after the calendar year in which the performance criteria set forth in Exhibit A have been met with respect to of services, for which Awards are granted, occurred. The following provision replaces the Performance Period designated above. As soon as practicable following the availability second paragraph of audited results Paragraph 6 of the Company for the fiscal year ending July 31, 2015, the Committee will determine whether and the extent to which the performance criteria in Exhibit A has been satisfied and the number of PRSUs earned as set forth in Exhibit A (“Earned PRSUs”). The date on which the Committee makes its determination is referred to in this Agreement as the “Determination Date”. Earned PRSUs, if any, will become vested and nonforfeitable on the last day of the Performance Period (the “Vesting Date”), provided, except as set forth in Section 3(c) below, that you have not incurred an “Employment Termination Date” (as defined below) prior to the Vesting Date. Except as set forth in Section 3(c) below, if your Employment Termination Date occurs for any reason before the Vesting Date, all of the Units shall be forfeited and immediately cancelled. (b) Agreement: For purposes of Section 3(a)the Plan, the term “Employment Termination Date” shall mean Award or this Agreement, a termination of employment or the earlier of (i) date upon which the date, as determined by the Company, that you are no longer actively employed by the Company or any of its Affiliated Companies, and in the case of an involuntary termination, such date shall not be extended by any notice period mandated by law or any contractual notice period); or (ii) the date, as determined by the Company, that your employer Grantee is no longer an Affiliated Company. You will not be considered to have terminated employment during an approved leave of absence. However, you will be considered to have terminated employment if you fail to return to the employ of the Company or any of its Affiliated Companies at the end of the approved leave of absence, and your Employment Termination Date employed shall be deemed to have occurred on the last day date upon which the Grantee ceases to perform active employment duties for the Company or its subsidiaries following the provision of your approved leave any notification of absencetermination by the Company either with or without cause, or because of disability, or because of the voluntary or involuntary resignation or retirement from employment by the Grantee, and without regard to any period of notice of termination of employment (whether expressed or implied) or any period of pay in lieu of notice, severance or salary continuation or other entitlement, to which the Grantee might then be entitled, whether under contract, common law or otherwise, save and except as may be otherwise required by applicable employment standards legislation. Notwithstanding any other provision of the Plan, the Award, this Agreement or any other agreement (written or oral) to the contrary and except as may be required by applicable employment standards legislation, a) the Grantee shall not be entitled (and by accepting an Award, thereby irrevocably waives any such entitlement) to any payment or other benefit to compensate the Grantee for the loss of any rights under the Plan as a result of the termination or expiration of an Award in connection with any termination of employment, on a pro-rata basis or otherwise, and whether under contract, common law or otherwise and b) any payments made under the Plan or that would have been made but for the termination, shall not be included in any damages for wrongful dismissal at common law nor in any damages for a lost opportunity to earn the incentive during a common law reasonable notice period. No amounts earned pursuant to the Plan or any Award shall be deemed to be eligible compensation in respect of any other plan of the Company or any of its subsidiaries.

Vesting of Units. (a) No PRSUs will be earned unless and until Subject to the following terms of this Section 3, Earned Units (as determined below), if any, shall become vested on the date that the Committee determines the extent renders a final determination as to which whether or not the performance criteria goals for the final fiscal year of the Performance Period set forth in Exhibit A have been met with respect achieved (the “Final Determination Date”) provided that, except as set forth below, Awardee remains in “Continuous Service” (as defined in the Plan) through the Final Determination Date. The Final Determination Date shall occur by no later than March 15 of the year following the final fiscal year of the Performance Period, but shall, for purposes of clause (A) of Section 3(d) below, be deemed to occur on March 1 of the year following the final fiscal year of the Performance Period. (b) Units shall become Earned Units in the manner and to the Performance Period designated above. As soon as practicable following the availability of audited results of the Company for the fiscal year ending July 31, 2015, the Committee will determine whether and the extent to which the performance criteria in Exhibit A has been satisfied and the number of PRSUs earned as set forth in Exhibit A (“Earned PRSUs”). The date hereto based on which the Committee makes its determination is referred to in this Agreement as the “Determination Date”. Earned PRSUs, if any, will become vested and nonforfeitable on the last day achievement of the Performance Period (the “Vesting Date”), provided, except as Goals set forth in Section 3(c) below, that you have not incurred an “Employment Termination Date” (as defined below) prior to the Vesting Date. Except as set forth in Section 3(c) below, if your Employment Termination Date occurs for any reason before the Vesting Date, all of the Units shall be forfeited and immediately cancelled.Exhibit A. (bc) For purposes of Section 3(a)the foregoing, the term “Employment Termination Date” Awardee shall mean the earlier of (i) the date, as determined by the Company, that you are no longer actively employed by the Company or any of its Affiliated Companies, and in the case of an involuntary termination, such date shall not be extended by any notice period mandated by law or any contractual notice period); or (ii) the date, as determined by the Company, that your employer is no longer an Affiliated Company. You will not be considered to have terminated employment failed to remain in Continuous Service during an approved leave of absence. However, you will be considered to have terminated employment if you fail Awardee fails to return to the employ or service of the Company Corporation or any of its Affiliated Companies Subsidiaries at the end of the an approved leave of absence, and your Employment Termination Date Awardee shall be deemed to have occurred ceased Continuous Service on the last day of your Awardee’s approved leave of absence. (d) Notwithstanding the foregoing: (A) if, during the Performance Period, Awardee shall have ceased Continuous Service (i) due to death, (ii) due to “disability” (within the meaning of Section 22(e)(3) of the of the Internal Revenue Code of 1986, as amended (the “Code”)) after completing at least five (5) years of continuous employment or service with the Corporation and/or its Subsidiaries, or (iii) other than for “Cause” (as defined below) after both attaining age 65 and completing at least five (5) years of continuous employment or service with the Corporation and/or its Subsidiaries (“Normal Retirement Eligibility”), Awardee’s Units shall continue to be eligible to become Earned Units if and to the extent that the Performance Goals set forth in Exhibit A for the Performance Period are achieved. Any such Earned Units shall vest upon the Final Determination Date. Any Units that do not become Earned Units shall be forfeited upon the Final Determination Date or at such earlier date(s) that the Committee determines that the Performance Goals that relate to such Units have not been achieved. (B) if a Change in Control Event (as defined in the Plan) occurs, all Units which have theretofore not been forfeited, including without limitation Units that continue to be eligible to become Earned Units pursuant to paragraph (A) above, shall become immediately vested; provided, however, that an event shall not be treated as a Change in Control Event unless it also qualifies as a “change in the ownership” of the Corporation or a “change in the effective control” of the Corporation within the meaning of U.S. Department of Treasury regulation section 1.409A-3(i)(5) (or any successor thereto) applying, in each case, the lowest thresholds available under such regulation that would trigger such a “change in the ownership” of the Corporation or a “change in the effective control” of the Corporation. (C) For purposes of this Agreement, “Cause”, as unconditionally determined by the Committee, means (i) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Corporation or its Affiliates public disgrace or disrepute, or materially and adversely affects the Corporation’s or its Affiliates’ operations or financial performance, (ii) gross negligence or willful misconduct with respect to the Corporation or any of its Affiliates, including, without limitation fraud, embezzlement, theft or proven dishonesty in the course of Awardee’s employment or other service; (iii) use of controlled drugs other than in accordance with a physician’s prescription; (iv) refusal to perform any lawful, material obligation or fulfill any duty (other than any duty or obligation of the type described in clause (vi) below) to the Corporation or its Affiliates (other than due to a disability), which refusal, if curable, is not cured within fifteen (15) days after delivery of written notice thereof; (v) material breach of any agreement with or duty owed to the Corporation or any of its Affiliates, which breach, if curable, is not cured within fifteen (15) days after the delivery of written notice thereof; or (vi) any breach of any obligation or duty to the Corporation or any of its Affiliates (whether arising by statute, common law or agreement) relating to confidentiality, noncompetition, nonsolicitation or proprietary rights. Notwithstanding the foregoing, if Awardee and the Corporation or any of its Affiliates have entered into an employment agreement, consulting agreement or other similar agreement that specifically defines “cause,” then “Cause” shall have the meaning defined in that employment agreement, consulting agreement or other agreement.

Vesting of Units. (a) No PRSUs will be earned unless Upon the vesting of the Award, as described in this Section, the Company shall deliver for each Performance-Based Restricted Stock Unit that becomes vested, such number of shares of Company Stock as is determined pursuant to Schedule 1 based on attainment of performance goals and until continued employment; provided, however, that the Committee Company shall withhold from the Grantee at the time of delivery of the Company Stock the amount that the Company determines necessary to pay applicable withholding taxes as and to the extent to which the performance criteria set forth provided in Exhibit A have been met with respect to the Performance Period designated aboveParagraph 10 below. As The Company Stock shall be delivered as soon as practicable following the availability of audited results of the Company for the fiscal year ending July 31, 2015, the Committee will determine whether and the extent to which the performance criteria in Exhibit A has been satisfied and the number of PRSUs earned as vesting date or event set forth in Exhibit A (“Earned PRSUs”). The date on which the Committee makes its determination is referred to in this Agreement as the “Determination Date”. Earned PRSUs, if any, will become vested and nonforfeitable on the last day of the Performance Period (the “Vesting Date”), provided, except as set forth in Section 3(c) below, that you have not incurred an “Employment Termination Date” (as defined below) prior to but in any case within 30 days after such date or event. Form of WEX Inc. Performance-Based Restricted Stock Unit Agreement under the Vesting Date. Except as set forth in Section 3(c) below, if your Employment Termination Date occurs for any reason before the Vesting Date, all of the Units shall be forfeited WEX Inc. 2019 Equity and immediately cancelled.Incentive Plan (b) For purposes of Section 3(a)Subject to Paragraphs 3(c) and (d) and Paragraph 4, the term “Employment Termination Date” shall mean the earlier of (i) the datePerformance-Based Restricted Stock Units shall vest, if at all, on the vesting date based on achievement of the Performance Goals, set forth in Schedule 1 so long as determined by the Company, that you are no longer actively Grantee remains employed by with the Company or any its subsidiaries through such vesting date and (ii) the Performance-Based Restricted Stock Units eligible for vesting as determined under clause (i) shall become fully vested and payable to the Grantee on the vesting date indicated on the Memorandum to the Grantee, so long as the Grantee remains employed with the Company or its subsidiaries through such vesting date. (c) Notwithstanding Paragraph 3(b), upon the Grantee’s death, (i) if the final number of its Affiliated CompaniesPerformance-Based Restricted Stock Units that are eligible for vesting is not determined, then the Award shall become immediately and fully vested as to the number of Performance-Based Restricted Stock Units set forth in the case Memorandum that have not yet vested pursuant to Section 3(b), subject to any terms and conditions set forth in the Plan or imposed by the Compensation Committee of an involuntary termination, such date shall not be extended by any notice period mandated by law or any contractual notice periodthe Board of Directors (the “Committee”); or (ii) if the datefinal number of Performance-Based Restricted Stock Units that are eligible for vesting has been determined pursuant to Schedule 1, as then the Award shall become immediately and fully vested for such determined level of vesting for the Performance-Based Restricted Stock Units, subject to any terms and conditions set forth in the Plan or imposed by the Committee. (d) Notwithstanding Paragraph 3(b), upon a “Change in Control” of the Company, if the surviving entity does not agree to assume the obligations set forth in the Agreement, then the Award shall become immediately and fully vested, subject to any terms and conditions set forth in the Plan or imposed by the Committee. “Change in Control” shall have the meaning set forth in the Plan. In the event that your employer is no longer an Affiliated Company. You will not be considered the Award becomes immediately and fully vested upon a Change in Control that occurs prior to have terminated employment or during an approved leave the performance period, the Grantee shall vest in the Target number of absence. However, you will be considered to have terminated employment if you fail to return to Performance-Based Restricted Stock Units set forth in the employ of the Company or any of its Affiliated Companies at the end of the approved leave of absenceMemorandum, and your Employment Termination Date the Target performance goal shall be deemed achieved, unless the Committee determines in its sole discretion to have occurred deem a higher level of achievement of the performance goal resulting in a greater number of Performance-Based Restricted Stock Units vesting upon such Change in Control. In the event the Award becomes immediately and fully vested upon a Change in Control that occurs after such period, the Grantee shall vest in the number of Performance-Based Restricted Stock Units set forth in the Memorandum, based on the last day level of your approved leave achievement of absencethe performance goal determined pursuant to Schedule 1.

Vesting of Units. (a) No PRSUs will be earned unless Upon the vesting of the Award, as described in this Paragraph, the Company shall deliver for each Restricted Stock Unit that becomes vested, one share of Company Stock based on continued employment; provided, however, that the Company shall withhold from the Grantee at the time of delivery of the Company Stock the amount that the Company determines necessary to pay applicable withholding taxes as and until the Committee determines to the extent to which the performance criteria set forth provided in Exhibit A have been met with respect to the Performance Period designated aboveParagraph 10 below. As The Company Stock shall be delivered as soon as practicable following the availability of audited results of the Company for the fiscal year ending July 31, 2015, the Committee will determine whether and the extent to which the performance criteria in Exhibit A has been satisfied and the number of PRSUs earned as vesting date or event set forth in Exhibit A (“Earned PRSUs”). The date on which the Committee makes its determination is referred to in this Agreement as the “Determination Date”. Earned PRSUs, if any, will become vested and nonforfeitable on the last day of the Performance Period (the “Vesting Date”), provided, except as set forth in Section 3(c) below, that you have not incurred an “Employment Termination Date” (as defined below) prior to but in any case within 30 days after such date or event. Form of WEX Inc. Restricted Stock Unit Agreement under the Vesting Date. Except as set forth in Section 3(c) below, if your Employment Termination Date occurs for any reason before the Vesting Date, all of the Units shall be forfeited WEX Inc. 2019 Equity and immediately cancelled.Incentive Plan (b) For purposes of Section 3(a)Subject to Paragraphs 3(c) and (d) and Paragraph 4, the term “Employment Termination Date” shall mean the earlier of (i) the date, Restricted Stock Units shall vest on the Vesting Date set forth on the attached Memorandum so long as the Grantee remains employed with the Company or its subsidiaries through such Vesting Date and (ii) of such Restricted Stock Units eligible for vesting as determined under clause (i), 1/3 of such Restricted Stock Units shall become vested and payable to the Grantee on each of the first three anniversaries of the Grant Date, in each case so long as the Grantee remains employed with the Company or its subsidiaries through each such vesting date. (c) Notwithstanding Paragraph 3(b), upon the Grantee’s death, then the Award shall become immediately and fully vested as to the number of Restricted Stock Units set forth in the Memorandum that have not yet vested pursuant to Paragraph 3(b), subject to any terms and conditions set forth in the Plan or imposed by the Compensation Committee of the Board of Directors (the “Committee”). (d) Notwithstanding Paragraph 3(b), upon a “Change in Control” of the Company, that you are no longer actively employed if the surviving entity does not agree to assume the obligations set forth in the Agreement, then the Award shall become immediately and fully vested, subject to any terms and conditions set forth in the Plan or imposed by the Company or any of its Affiliated Companies, and Committee. “Change in Control” shall have the meaning set forth in the case of an involuntary termination, such date shall not be extended by any notice period mandated by law or any contractual notice period); or (ii) the date, as determined by the Company, that your employer is no longer an Affiliated Company. You will not be considered to have terminated employment during an approved leave of absence. However, you will be considered to have terminated employment if you fail to return to the employ of the Company or any of its Affiliated Companies at the end of the approved leave of absence, and your Employment Termination Date shall be deemed to have occurred on the last day of your approved leave of absencePlan.

Vesting of Units. (a) No PRSUs will be earned unless Upon the vesting of the Award, as described in this Section, the Company shall deliver for each Performance-Based Restricted Stock Unit that becomes vested, such number of shares of Company Stock as is determined pursuant to Schedule 1 based on attainment of performance goals and until continued employment; provided, however, that the Committee Company shall withhold from the Grantee at the time of delivery of the Company Stock the amount that the Company determines necessary to pay applicable withholding taxes as and to the extent to which the performance criteria set forth provided in Exhibit A have been met with respect to the Performance Period designated aboveParagraph 10 below. As The Company Stock shall be delivered as soon as practicable following the availability of audited results of the Company for the fiscal year ending July 31, 2015, the Committee will determine whether and the extent to which the performance criteria in Exhibit A has been satisfied and the number of PRSUs earned as vesting date or event set forth in Exhibit A (“Earned PRSUs”). The date on which the Committee makes its determination is referred to in this Agreement as the “Determination Date”. Earned PRSUs, if any, will become vested and nonforfeitable on the last day of the Performance Period (the “Vesting Date”), provided, except as set forth in Section 3(c) below, that you have not incurred an “Employment Termination Date” (as defined below) prior to the Vesting Datebut in any case within 30 days after such date or event. Except as set forth in Section 3(c) belowActiveUS 180190900v.5 Form of WEX Inc. 2020 Special Business Continuity and Outperformance Grant, if your Employment Termination Date occurs for any reason before the Vesting Date, all of the Units shall be forfeited and immediately cancelledPerformance-Based Restricted Stock Unit Award Agreement. (b) For purposes of Section 3(a)Subject to Paragraphs 3(c) and (d) and Paragraph 4, the term “Employment Termination Date” shall mean the earlier of (i) the datePerformance-Based Restricted Stock Units shall vest, if at all, on the vesting date based on achievement of the performance goals, set forth in Schedule 1 so long as determined by the Company, that you are no longer actively Grantee remains employed by with the Company or any of its Affiliated Companies, subsidiaries through such vesting date and in the case of an involuntary termination, such date shall not be extended by any notice period mandated by law or any contractual notice period); or (ii) the Performance-Based Restricted Stock Units eligible for vesting as determined under clause (i) shall become fully vested and payable to the Grantee on the vesting date indicated on the Memorandum to the Grantee, so long as the Grantee remains employed with the Company or its subsidiaries through such vesting date. (c) Notwithstanding Paragraph 3(b), if the Grantee dies or is disabled (within the meaning of Section 409A of the Internal Revenue Code, as amended) prior to the vesting date, as determined by the Participant, or the Participant’s estate, shall be entitled to vest in the number of Performance-Based Restricted Stock Units that the Compensation Committee determines would vest based on actual performance for the Performance Period set forth in the Memorandum, pro-rated based on the number of days elapsed in the Performance Period prior to the Grantee’s death or disability. (d) Notwithstanding Paragraph 3(b), upon a “Change in Control” of the Company, that your employer is no longer an Affiliated Company. You will not the Performance-Based Restricted Stock Units shall be considered to have terminated employment during an approved leave of absence. However, you will be considered to have terminated employment if you fail to return subject to the employ of the Company or any of its Affiliated Companies at the end of the approved leave of absence, and your Employment Termination Date shall be deemed to have occurred on the last day of your approved leave of absenceprovisions set forth in Schedule 1.

Vesting of Units. (a) No PRSUs will be earned unless Upon the vesting of the Award, as described in this Section, the Company shall deliver for each Performance-Based Restricted Stock Unit that becomes vested, such number of shares of Company Stock as is determined pursuant to Schedule 1 based on attainment of performance goals and until continued employment; provided, however, that the Committee Company shall withhold from the Grantee at the time of delivery of the Company Stock the amount that the Company determines necessary to pay applicable withholding taxes as and to the extent to which the performance criteria set forth provided in Exhibit A have been met with respect to the Performance Period designated aboveParagraph 10 below. As The Company Stock shall be delivered as soon as practicable following the availability of audited results of the Company for the fiscal year ending July 31, 2015, the Committee will determine whether and the extent to which the performance criteria in Exhibit A has been satisfied and the number of PRSUs earned as vesting date or event set forth in Exhibit A (“Earned PRSUs”). The date on which the Committee makes its determination is referred to in this Agreement as the “Determination Date”. Earned PRSUs, if any, will become vested and nonforfeitable on the last day of the Performance Period (the “Vesting Date”), provided, except as set forth in Section 3(c) below, that you have not incurred an “Employment Termination Date” (as defined below) prior to the Vesting Date. Except as set forth but in Section 3(c) below, if your Employment Termination Date occurs for any reason before the Vesting Date, all of the Units shall be forfeited and immediately cancelledcase within 30 days after such date or event. (b) For purposes of Section 3(a)Subject to Paragraphs 3(c) and (d) and Paragraph 4, the term “Employment Termination Date” shall mean the earlier of (i) the Performance-Based Restricted Stock Units shall vest, if at all, on the third anniversary of the grant date, based on achievement of the Performance Goals set forth in Schedule 1 so long as determined by the Company, that you are no longer actively Grantee remains employed by with the Company or any its subsidiaries through such vesting date and (ii) the Performance-Based Restricted Stock Units eligible for vesting as determined under clause (i) shall become fully vested and payable to the Grantee on the vesting date indicated on the Memorandum to the Grantee, so long as the Grantee remains employed with the Company or its subsidiaries through such vesting date. (c) Notwithstanding Paragraph 3(b), upon the Grantee’s death, (i) if the final number of its Affiliated CompaniesPerformance-Based Restricted Stock Units that are eligible for vesting is not determined, then the Award shall become immediately and fully vested as to the number of Performance-Based Restricted Stock Units set forth in the case Memorandum that have not yet vested pursuant to Section 3(b), subject to any terms and conditions set forth in the Plan or imposed by the Compensation Committee of an involuntary termination, such date shall not be extended by any notice period mandated by law or any contractual notice periodthe Board of Directors (the “Committee”); or (ii) if the datefinal number of Performance- Based Restricted Stock Units that are eligible for vesting has been determined pursuant to Schedule 1, as then the Award shall become immediately and fully vested for such determined level of vesting for the Performance-Based Restricted Stock Units, subject to any terms and conditions set forth in the Plan or imposed by the Committee. (d) Notwithstanding Paragraph 3(b), upon a “Change in Control” of the Company, if the surviving entity does not agree to assume the obligations set forth in the Agreement, then the Award shall become immediately and fully vested, subject to any terms and conditions set forth in the Plan or imposed by the Committee. “Change in Control” shall have the meaning set forth in the Plan. In the event that your employer is no longer an Affiliated Company. You will not be considered the Award becomes immediately and fully vested upon a Change in Control that occurs prior to have terminated employment or during an approved leave the performance period, the Grantee shall vest in the Target number of absence. However, you will be considered to have terminated employment if you fail to return to Performance-Based Restricted Stock Units set forth in the employ of the Company or any of its Affiliated Companies at the end of the approved leave of absenceMemorandum, and your Employment Termination Date the Target performance goal shall be deemed achieved, unless the Committee determines in its sole discretion to have occurred deem a higher level of achievement of the performance goal resulting in a greater number of Performance-Based Restricted Stock Units vesting upon such Change in Control. In the event the Award becomes immediately and fully vested upon a Change in Control that occurs after such period, the Grantee shall vest in the number of Performance-Based Restricted Stock Units set forth in the Memorandum, based on the last day level of your approved leave achievement of absencethe performance goal determined pursuant to Schedule 1.

Vesting of Units. (a) No PRSUs will be earned unless and until the Committee determines the extent to which the performance criteria set forth in Exhibit A have been met with respect to the Performance Period designated above. As soon as practicable following the availability of audited results of the Company for the fiscal year ending July 31, 20152016, but in no event later than October 31, 2016, the Committee will determine whether and the extent to which the performance criteria in Exhibit A has been satisfied and the number of PRSUs earned as set forth in Exhibit A (“Earned PRSUs”). The date on which the Committee makes its determination is referred to in this Agreement as the “Determination Date”. Earned PRSUs, if any, will become vested and nonforfeitable on the last day of the Performance Period (the “Vesting Date”), provided, except as set forth in Section 3(c) below, that you have not incurred an “Employment Termination Date” (as defined below) prior to the Vesting Date. Except as set forth in Section 3(c) below, if your Employment Termination Date occurs for any reason before the Vesting Date, all of the Units shall be forfeited and immediately cancelled. (b) For purposes of Section 3(a), the term “Employment Termination Date” shall mean the earlier of (i) the date, as determined by the Company, that you are no longer actively employed by the Company or any of its Affiliated Companies, and in the case of an involuntary termination, such date shall not be extended by any notice period mandated by law or any contractual notice period); or (ii) the date, as determined by the Company, that your employer is no longer an Affiliated Company. You will not be considered to have terminated employment during an approved leave of absence. However, you will be considered to have terminated employment if you fail to return to the employ of the Company or any of its Affiliated Companies at the end of the approved leave of absence, and your Employment Termination Date shall be deemed to have occurred on the last day of your approved leave of absence.