Form of Performance-Based Restricted Stock Unit Award Agreement under the 2013 Equity Incentive Plan

Vesting Conditions. Except as provided in Section 3(b) below, this Award shall vest on the later of (1) “Final Determination Date” (as such term is defined in Exhibit A) and (2) [●] as to any PSUs that are then determined to have been earned; provided, that no PSUs shall vest pursuant to this Section 3(a) unless the Participant has remained in continuous Employment from the Date of Grant through such date. For purposes of this Agreement, “Employment” means, unless otherwise determined by the Administrator, the Participant’s employment with the Company or one of its Affiliates. Unless otherwise determined by the Administrator, the Participant’s Employment will terminate at such time as the Participant ceases to be an employee of the Company and its Affiliates.

Termination of Employment. Automatically and immediately upon the termination of the Participant’s Employment for any reason, all outstanding PSUs shall terminate and be forfeited for no consideration. Notwithstanding the foregoing, if the Participant’s Employment is terminated by the Company or its Affiliates without Cause and in the absence of any Cause Circumstances, any PSUs that have been determined to be earned on any Determination Date prior to, or are determined to be earned in connection with, such termination shall vest as of immediately prior to such termination. “Cause Circumstances” means a termination of the Participant’s Employment that occurred in circumstances that in the determination of the Administrator would have entitled the Company or its Affiliates to terminate the Participant’s Employment for Cause.

Change in Control. Notwithstanding anything to the contrary in the Plan or this Agreement, in the event of a Change in Control (as such term is defined in Exhibit A hereto), any PSUs that are determined to be earned in connection with such Change in Control shall vest as of immediately prior to the consummation of the Change in Control, subject to the Participant’s continued Employment through such Change in Control.

No shares of Stock will be delivered pursuant to this Award unless and until the Participant shall have remitted to the Company in cash or by check an amount sufficient to satisfy any federal, state or local withholding tax requirements or tax payments, or shall have made other arrangements satisfactory to the Administrator with respect to such taxes.

The Participant acknowledges and agrees that the minimum federal, state and local tax withholding due in connection with the vesting and settlement of the PSUs (or portion thereof) may, in the Administrator’s sole discretion, be satisfied by the Company, pursuant to such procedures as it may specify from time to time, withholding a number of shares of Stock otherwise deliverable upon settlement of the PSUs (or portion thereof) having an aggregate fair market value sufficient to satisfy all or part, as determined by the Administrator, of such federal, state and local withholding tax requirements. In addition, the Administrator hereby reserves the discretion to use any one or more methods permitted by the Plan to satisfy the Participant’s obligations with respect to the federal, state and local withholding tax requirements attributable to the PSUs being settled. The Participant authorizes the Company and its subsidiaries to withhold any amounts due in respect of any required tax withholdings or payments from any amounts

If the Participant does not satisfy the Participant’s obligations with respect to the federal, state and local withholding tax requirements within sixty (60) days following the vesting of this Award, the Administrator may, in its discretion, cancel this Award for no consideration payable to the Participant.

General. The PSUs will be eligible to be earned subject to the terms and conditions of Section 3 of this Exhibit A based on achievement of the Milestones (as defined below).

Definitions. The terms set forth below, as used in this Exhibit A, shall have the following meanings:

“Change in Control” means (i) the acquisition of beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) directly or indirectly by any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of securities of the Company representing a majority or more of the combined voting power of the Company’s then outstanding securities, other than an acquisition of securities for investment purposes pursuant to a bona fide financing of the Company; (ii) a merger or consolidation of the Company with any other corporation in which the holders of the voting securities of the Company prior to the merger or consolidation do not own more than 50% of the total voting securities of the surviving corporation; or (iii) the sale or disposition by the Company of all or substantially all of the Company’s assets other than a sale or disposition of assets to an entity whose equity interests are held, directly or indirectly, entirely by the same persons and in the same proportions as the equity interests of the Company.

“Determination Date” shall mean any date on which the Compensation Committee determines, based on the achievement of one or more Milestones, whether any PSUs have been earned, which determinations are expected to occur on at least a calendar quarter basis.

“Final Determination Date” shall mean the last Determination Date on which the Compensation Committee determines the number of earned PSUs, which date shall occur not later than thirty (30) days after the close of the Performance Period and may, for the avoidance of doubt, be a Determination Date prior to the end of the Performance Period if the Compensation Committee determines on or prior to such date (i) that all of the Milestones have been achieved or (ii) no further Milestones are capable of being achieved or reasonably likely to be achieved (in which case the Compensation Committee shall resolve that such Determination Date is the “Final Determination Date”).

“Milestones” means

[●];

[●]; and

“Performance Period” means the period beginning on the Performance Period Start Date and ending on the Performance Period End Date or, if earlier than the Performance Period End Date, immediately prior to the consummation of a Change in Control.

“Performance Period End Date” means [●].

“Performance Period Start Date” means [●].

Earning of PSUs. No portion of the PSUs shall be earned unless one or more of the Milestones is achieved during the Performance Period. If one or more of the Milestones is achieved during the Performance Period, the number of PSUs that are earned shall be equal to the Target Award multiplied by the “Percentage of Target Award Earned” set forth in the table below opposite the applicable number of Milestones achieved during the Performance Period.

Determinations by Compensation Committee. No PSUs shall be earned or shall vest until the Compensation Committee determines that one or more of the Milestones has been achieved. On each Determination Date, the Compensation Committee shall determine the extent to which, if any, the Milestones have been achieved and the number of PSUs that are earned hereunder. No PSUs may be earned hereunder following the Final Determination Date. PSUs that are earned shall vest and be settled as set forth in Section