2012 Omnibus Incentive Compensation Plan

General. The Units are granted to the Grantee under the Company's 2012 Omnibus Incentive Compensation Plan, as amended and restated January 29, 2014 (the "Plan") and pursuant to the terms of the Company's Non-Employee Directors Compensation Policy, as adopted by the Board of Directors on September 10, 2014 and as amended and restated on November 5, 2014. All of the applicable terms, conditions and other provisions of the Plan are incorporated by reference herein. Capitalized terms used in this Award Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this document and mandatory provisions of the Plan, the provisions of the Plan govern. By execution of this Award Agreement, the Grantee agrees to be bound by all of the terms and provisions of the Plan, the rules and regulations under the Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time.

Account for Grantee. The Company shall maintain a bookkeeping account for the Grantee (the "Account") reflecting the number of Units then credited to the Grantee hereunder as a result of such grant of Units.

Nontransferability. The Grantee may not transfer Units or any rights hereunder to any third party other than by will or the laws of descent and distribution, except for transfers to a Beneficiary or as otherwise permitted and subject to the conditions under Section 5.4 of the Plan.

Vesting and Forfeiture. The Units will vest on the earliest of (i) the first anniversary of the Grant Date, (ii) the date of the Grantee's death or (iii) upon a Change of Control of the Company (as defined below) (the "Vesting Date") if the Grantee remains in continuous service until such Vesting Date. The Grantee shall forfeit 100% of the Units granted hereunder upon the Grantee's Separation from Service prior to the Vesting Date.

the date that any one person (or more than one person acting as a group) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value equal to or more than 80 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions (as determined in accordance with Section 1.409A-3(i)(5)(vii) of the regulations issued under Section 409A of the Code (the “Treasury Regulations”)), or

the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company (including by way of merger, consolidation or otherwise) that, together with stock of the Company previously held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company (as determined in accordance with Treasury Section 1.409A-3(i)(5)(v)).

Adjustments. The number of Units credited to the Grantee's Account shall be appropriately adjusted, in order to prevent dilution or enlargement of Grantee's rights with respect to the Units credited to his Account to reflect any changes in the number of outstanding shares of Common Stock resulting from any event referred to in Section 4.2(a) of the Plan. Any such adjustment shall be made in accordance with Section 4.2(a) of the Plan.

Settlement. On or as soon as practicable after the earlier of (i) the effective date of the Grantee's Separation from Service or (ii) the consummation of a Change of Control of the Company, the Company shall settle the Units granted herein by delivering one Share of the Company's Common Stock to the Grantee (or the Grantee's Beneficiary if the Grantee has died) for each vested Unit credited to the Grantee's Account hereunder.

Miscellaneous.