1. Grant of Performance Stock Units.
(a) Grant. The Company hereby grants to the Participant an award of  PSUs on the terms and subject to the conditions set forth in this Agreement.
(b) Incorporation by Reference. The provisions of the Plan are incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan.
(i) General. As set forth in the Performance-Vesting Schedule above and subject to Section 2(b) and 2(c), the PSUs shall be divided into Performance Tranches, with the PSUs subject to each Performance Tranche becoming performance-vested if, for any 20 trading days out of 30 consecutive trading days beginning after the Grant Date, the volume-weighted average price per Share (the VWAP) over such period is greater than the applicable VWAP Hurdle. If the number of PSUs that vest in the first Performance Tranche includes any fractional PSUs, such fractional portion shall not vest with such Performance Tranche and shall instead vest in the second Performance Tranche. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event affects the fair value of the PSUs, then the Administrator may equitably adjust the VWAP Hurdles to the extent the Administrator deems necessary to prevent enlargement or dilution of the Participants rights with respect to the PSUs.
(b) Termination of Service. If the Participant incurs a termination of Continuous Service for any reason, any unvested PSUs shall be forfeited without consideration by the Participant.
(c) Change in Control. Upon the occurrence of a Change in Control, any outstanding PSUs shall be treated as set forth in Section 13(c) of the Plan.
3. Settlement. Subject to Section 5, the Company shall issue one Share to the Participant for each PSU that becomes vested hereunder within 30 days following the date on which such PSU becomes vested.
4. Dividend Equivalents; Rights as Stockholder. Until such time as the PSUs have been settled pursuant to Section 3, the Participant shall have no rights as a stockholder, including, without limitation, any right to dividends or other distributions or any right to vote. Notwithstanding the foregoing, if the Company declares any dividend the record date of which occurs while the PSUs are outstanding, the Participant shall be credited a Dividend Equivalent in an amount and form equal to the dividend that would have been paid on the Shares underlying the PSUs had such Shares been outstanding on such record date. Any such Dividend Equivalents shall be subject to the same vesting conditions applicable to the underlying PSU with respect to which they accrue, and shall, if the underlying PSU vests, be paid no later than 30 days following the applicable vesting date.