PERFORMANCE STOCK UNIT AGREEMENT _____________________________ DST SYSTEMS, INC. 2005 EQUITY INCENTIVE PLAN _____________________

THIS AGREEMENT is made and entered into as of the "Grant Date" (see Paragraph 1(a)), by and between DST SYSTEMS, INC. ("Company") and recipient ("Employee") of an Award under the DST Systems, Inc. 2005 Equity Incentive Plan, as amended and interpreted from time to time (the "Plan").

    

WHEREAS, Awards under the Plan, including Awards relating to Company common stock ("Shares"), are administered by the Compensation Committee of Company’s Board of Directors or other committee designated by the Board (the "Committee") or Company officer to which the Committee delegates authority as provided in the Plan;

WHEREAS, the Committee has made Performance Unit Awards under the Plan that are referred to herein as "Performance Stock Units" or "PSUs" and that, subject to the forfeiture and other terms and conditions of this Agreement, confer a right to receive Shares on a certain date ("Vesting Date") for all, or a lesser or greater percentage, of the target number of PSUs granted, but only provided that some portion of the PSUs "Vest" pursuant to the terms and conditions of this Agreement, becoming "Vested PSUs;"

WHEREAS, the Vesting of the PSUs requires the satisfaction of certain conditions generally including continued "Employment" (as defined in Paragraph 3(i)) and the satisfaction of pre-established performance goals set forth in Appendix A;

WHEREAS, Company, in its discretion, may allow Employee the potential tax benefit of deferring the issuance of Shares beyond the Vesting Date as provided in Paragraph 3(g), and, therefore, a Vesting Date may not be the same date as the issuance of the Shares underlying the Vested PSUs; and

WHEREAS, participants in the Company's Executive Severance Plan and executive officers of the Company with active employment agreements providing protection in the event of a Company change in control have been designated by the Committee as "Executive Group Employees" to whom special "Change in Control" (as defined in Paragraph 6(a)) Vesting terms and conditions apply as provided in Paragraph 3(c)(ii).

The parties agree as follows:

    

1.    GRANT OF PSU.

a.    PSU Grant. The Grant Date and the target number of PSUs granted in this Award are shown in the online or other grant communication to which this Agreement is attached.

Appendix A to this Agreement (available to Employee with the grant posting on the administrator's system) gives performance goal and performance Vesting details, including the potential Vesting date, as further described in Paragraphs 3(a) and (b) of this Agreement. Vesting of each PSU as provided in Section 3 entitles Employee to the issuance of a percentage of a Share (the "Payout Percentage," which may be less than, equal to, or greater than 100%), subject to the other terms and conditions of the Plan and this Agreement. In no event, however, may the Payout Percentage ever exceed 150%. In order for the grant to be effective, Employee must timely confirm acceptance of the terms and conditions of this Agreement pursuant to the instructions in the communication.

b.    Administration. Company’s Chief Financial Officer may adopt Administrative Procedures for PSUs and the Committee may maintain rules for Awards issued under the Plan. As amended from time to time, such procedures and rules (collectively, the "Rules") shall apply to all actions taken with respect to this Agreement. The Committee or its delegate may take any action deemed necessary or appropriate to administer this Agreement and the issuance of Shares attributable to Vested PSUs in accordance and consistent with Internal Revenue Code ("Code") Section 409A and regulations and guidance issued thereunder ("409A").

2.    RESTRICTIONS.

a.    Non-Transferability. Except as may be permitted under the Plan with respect to transfers to a Permitted Transferee, the PSUs are not transferable during the "Original Delay Period" (as defined in Paragraph 3(g)) and through any "Extended Issuance Date" (as defined in Paragraph 3(g)), by sale, assignment, disposition, gift, exchange, pledge, hypothecation, or otherwise, other than as provided in Paragraph 3(j) upon Employee’s death. Any attempted disposition of the PSUs, or the levy of any execution, attachment or similar process upon the PSUs prior to issuance of the Shares, shall be null and void and without effect.

b.     No Privilege of Stock Ownership; Dividend Equivalents. Holding PSUs does not give Employee the rights of a shareholder (including without limitation the right to vote or receive dividends or other distributions) with respect to any Shares that Company may issue under the terms and conditions of this Agreement before the date such Shares are issued. Notwithstanding the foregoing, if Company declares a dividend on Shares, then a "Dividend Equivalent" (as defined in the Plan) in the form of additional PSUs ("Dividend Equivalent PSUs") will be credited on the PSUs (including Dividend Equivalent PSUs) as follows:

(i)    The crediting of Dividend Equivalent PSUs will occur as of the date the actual dividend is paid to Company shareholders. The number of additional Dividend Equivalent PSUs credited (which may include fractional PSUs) on each dividend payment date shall be the quotient obtained by dividing (A) the aggregate cash amount that would have been paid as a dividend if each PSU then credited to Employee pursuant to this Agreement (whether or not the PSUs have Vested) was one whole Share, by (B) the Fair Market Value of a Share on the date such dividend payment is made to Company shareholders.

(ii)    If, at the time of Certification (as defined in Paragraph 3(a)):

(A)    the level of Goal achievement described in Paragraph 3(b) and Appendix A is less than target, the number of Dividend Equivalent PSUs determined pursuant

to Paragraph 2(b)(i) shall be reduced by a percentage equal to 100% minus the Payout Percentage (as defined in Appendix A). (For illustration purposes only, if, for example, Goal Achievement is attained at an 80% level, the number of PSUs credited due to the conversion of Dividend Equivalents pursuant to Paragraph 2(b)(i) shall be reduced by 20% (100% - 80%)); or

(B)    the level of Goal achievement described in Paragraph 3(b) and Appendix A is greater than target, the number of Dividend Equivalent PSUs determined pursuant to Paragraph 2(b)(i) shall be increased by a percentage equal to the Payout Percentage minus 100%. (For illustration purposes only, if, for example, Goal Achievement is attained at an 140% level, the number of PSUs credited due to the conversion of Dividend Equivalents pursuant to Paragraph 2(b)(i) shall be increased by 40% (140% - 100%)).

(iii)    To the extent that an Extended Issuance Delay (as defined in Paragraph 3(g)) is in effect with respect to any Vested PSUs, Dividend Equivalent PSUs will be determined and credited on such PSUs in accordance with the same rules as set forth above in Paragraph 2(b)(i); provided, however, that no further adjustment pursuant to Paragraph 2(b)(ii) shall be made to such Dividend Equivalent PSUs.

  

(iv)    All rights to Dividend Equivalent PSUs shall be subject to the restrictions on transferability described in Paragraph 2(a) and shall become null and void upon forfeiture of the PSUs under Paragraph 3(d). Dividend Equivalent PSUs shall be subject to the same risk of forfeiture and the same terms and conditions, including if applicable Vesting terms and conditions, as the original PSUs. Any Shares relating to Dividend Equivalent PSUs credited to Employee pursuant to this Agreement shall be issued at the same time as the Shares relating to the original underlying PSUs ("Issuance Date"); provided, however, if Company declares a dividend for which the dividend record date is prior to the Issuance Date, but for which the dividend payment date is on or after the Issuance Date (a "Straddle Dividend"), the Shares relating to such Dividend Equivalent PSUs shall be issued within ten (10) business days of such Straddle Dividend payment date, rather than on the Issuance Date.

3.    VESTING, FORFEITURE, AND SHARE ISSUANCE.

a.    Appendix A Performance Goals. The performance goals (collectively, the "Goal") that are the pre-established conditions to PSU Vesting are set forth in Appendix A, which is incorporated herein by reference. By accepting this Agreement in accordance with Paragraph 1(a), Employee shall be deemed to have consented to the Goal and the other terms and conditions of Appendix A. The level of Goal achievement, as adjusted for certain events set forth in Appendix A that may occur during the period of time set forth therein (the "Performance Period"), is determined on the date (the "Meeting Date") of the "Committee Meeting," which is the meeting following the conclusion of the Performance Period that the Committee determines the level, if any, of Goal achievement and certifies it ("Certification"). Vesting based on Goal achievement occurs after Committee Meeting on the "Scheduled Vesting Date," as explained in Appendix A.

b.    Performance Vesting. If Certification of Goal achievement occurs, the number of PSUs Vesting is based on the applicable "Payout Percentage," which is described in Appendix A, and all remaining PSUs are forfeited. If Certification does not occur at the Committee Meeting, all PSUs granted under this Agreement shall be forfeited as of the Meeting Date.

(ii)    Effect of Change in Control on Vesting

one-third (1/3) increments over the immediately following three anniversary dates of the date of the Change in Control. The number of Shares eligible to be issued on such first, second and third anniversaries shall be one-third of that number of Shares that would have been issued if Certification had occurred at the target level (i.e., a Payout Percentage of 100%).

    

d.     Forfeiture. Forfeiture of PSUs shall occur under the circumstances set forth below. Upon any such forfeiture, under no circumstance will Company be obligated to make any payment to Employee, and no Shares shall be issued, as a result of such forfeited PSUs. Shares previously issued under this Agreement may also be forfeited and transferred to Company as provided in the Company's Compensation Recoupment Policy (as further described in Paragraph 7(b)).

(i)    Subject to the other provisions of this Section 3, all PSUs shall be forfeited if either (A) Certification does not occur at the Committee Meeting, or (B) Employee ceases Employment during the Original Delay Period, provided however, that Termination Without Cause after Certification but prior to a Scheduled Vesting Date shall not cause a forfeiture of the PSUs scheduled to Vest on such date.

(ii)    Notwithstanding any other provision of this Agreement, Termination With Cause (as defined in Paragraph 3(i)) shall result in forfeiture of the PSUs and all Shares issued pursuant thereto. Employee acknowledges and agrees that forfeiture as a result of Termination With Cause or the Compensation Recoupment Policy can occur during any Original Delay Period or Extended Delay Period, prior or subsequent to any PSU Vesting or Share issuance and whether or not Employee is eligible for a Retirement.

 

e.    Share Issuance.

(i)    Except as otherwise provided herein, upon the Vesting of a specific number of PSUs as provided in Paragraphs 3(a) and (b), Company shall issue a corresponding number of Shares to Employee as soon as administratively practical after the Vesting Date; provided that tax withholding obligations have been satisfied as provided in Section 4. The preceding sentence notwithstanding,

(ii)    Company will not issue Shares upon a Vesting Date to the extent that either Employee has elected an "Extended Issuance Delay" (as defined in Paragraph 3(g)) and/or the issuance of Shares is subject to the six-month delay period required under Section 409A a "409A Issuance Delay" (as defined in Paragraph 3(h)). Employee acknowledges and agrees that Company will not issue any Shares pursuant to this Agreement any earlier than the first business day after the Vesting Date nor any later than ninety days after such Vesting Date. If one or both of an Extended Issuance Delay or a 409A Issuance Delay applies, Company shall issue the Shares as soon as administratively practical (but no earlier than one business day and no later than ninety days) after expiration of the latest ending applicable period. Company’s transfer agent may issue Shares in certificate or book entry form as determined by Company’s Corporate Secretary.

(iii)    Upon issuance of the Shares, Employee shall have all rights of a shareholder with respect thereto including the right to vote and receive all dividends or other distributions made or paid with respect to the Shares. The number of Shares issuable in any circumstance shall be reduced by the number of Shares withheld for taxes as provided in Section 4.

(iv)     Except as otherwise expressly provided in this Agreement, at any time a fractional Share would otherwise be issued pursuant to this Agreement, such fraction shall be rounded up or down to the nearest whole Share in accordance with the applicable rounding methodology set forth in the Rules or other applicable rules or procedures.

f.     Limited Accelerated Issuance of Shares for FICA Related Taxes. Paragraph 4(b) governs the limited accelerated payment of Shares underlying PSUs for the satisfaction of "FICA Related Taxes" (as defined in Paragraph 4(b)) if those should occur for any reason prior to the Vesting Date.

g.    Extended Issuance Delays. The period from the Grant Date to a Vesting Date is the "Original Delay Period." In circumstances allowed by the Rules and where a valid and timely Section 409A deferral election has been made (an "Extended Issuance Delay"), Shares that Company would otherwise issue after the Original Delay Period may be issued on the Extended Issuance Date

timely elected by Employee. The period from the Vesting Date to the Extended Issuance Date is the "Extended Delay Period."

h.     Section 409A Issuance Delays. To the extent that a PSU is or becomes subject to 409A and Employee is a "specified employee" under Company’s Specified Employee Identification Procedures, then, notwithstanding any other provision of this Agreement or the Rules and for the avoidance of negative tax consequences to Employee, any issuance of Shares or cash pursuant to this Agreement on account of Employee's 409A Separation shall be delayed until the first day after six-months following such 409A Separation, as required for the avoidance of penalties and/or excise taxes under 409A ("409A Issuance Delay").

i.     Definitions. For purposes of this Agreement, the following terms have the meanings set forth below:

(i)    A "409A Change in Control" is a Change in Control that also qualifies as a change in control under 409A(a)(2)(A)(v).

(ii)    A "409A Separation" is Employee’s separation from service with Company as determined under 409A(a)(2)(A)(i). A 409A Separation may occur on account of any separation from service including separation due to death, disability, resignation, or termination of employment by Company with or without Cause.

(iii)    A "Business Unit Divestiture" or "BUD" is Employee's termination of Employment in connection with the consummation of a merger, reorganization, consolidation, or sale of assets or stock, or any other similar transaction that the Committee determines is a business unit divestiture event, that involves a Subsidiary (as defined in Subparagraph 3(i)(v)(B)), joint venture, division or other business unit, and that results in a group of employees of such business unit being employed by an acquiring company and no longer having employment with Company.

(iv)    "Cause" means a violation of Section 5 or any noncompete agreement to which Employee is subject; an act of dishonesty, willful misconduct, intentional or conscious abandonment or neglect of duty; criminal activity, fraud or embezzlement; or non-compliance with any Company ethics policy that is significant in terms of the type of violation, Employee’s service, a business objective, or the Company’s reputation.

(v)    "Employment" means Employee is regularly and continuously employed, for more than fifty percent (50%) of the number of hours designated for base salary purposes as full-time employment, by:

stock in one of the other corporations in such chain or any entity in which Company has a direct or indirect equity interest of at least fifty percent (50%) ("Subsidiary");

Employee is not deemed to have terminated Employment through, and the PSUs shall not be forfeited solely as a result of, any change in Employee’s duties or position or Employee’s temporary leave of absence approved by Company.

(vi)    The "Extended Issuance Date" is (a) if a Retirement Installment applies, each date during an Extended Delay Period that Employee shall receive an issuance of Shares in an installment, or if earlier, the date of death following Retirement; or (b) if a Retirement Installment does not apply, the earlier of (i) the Extended Issuance Date elected by Employee pursuant to the Rules or (ii) the date of a 409A Separation during the Extended Delay Period.

(vii)    A "Reduction in Force" or "RIF" means a termination of Employee's Employment with Company during the Original Delay Period as part of Company’s termination of the employment of at least ten (10) employees within a business unit in connection with a single plan of reduction to occur within a rolling 90-day period or longer period incorporated into a specific plan of reduction.

(viii)    A "Resignation for Good Reason" means an Executive Group Employee's resignation for good reason (as defined below) subsequent to the date of a Change in Control during the three-year period following such date if: (x) such Employee provides written notice to the Company Secretary within ninety (90) days after the initial occurrence of a good reason event describing in detail the event and stating that Employee's employment will terminate upon a specified date in such notice (the "Good Reason Termination Date"), which date is not earlier than thirty (30) days after the date such notice is provided to Company (the "Notice Delivery Date") and not later than ninety (90) days after the Notice Delivery Date, and (y) Company does not remedy the event prior to the Good Reason Termination Date. In no event shall there be a Resignation for Good Reason unless such resignation also constitutes a 409A Separation. For purposes of this Agreement, an Executive Group Employee shall have "good reason" if there occurs without such Employee's consent:

relationship within the Company that materially and negatively alters Employee's ability to perform his or her duties and responsibilities (other than pursuant to a transfer or promotion to a position of equal or enhanced responsibility or authority);

(ix)    A "Retirement" means, notwithstanding the definition of "Retirement" under the Plan, a termination of Employee's Employment (either by Employee voluntarily or by Company as a Termination Without Cause) that is at age 55 or older with no less than 10 years of service.

(x)     A "Scheduled Vesting Date" shall mean the second Friday in March following the Meeting Date.

(xi)    A "Termination Without Cause" means Company’s termination of Employee’s Employment that is not for Cause. A "Termination With Cause" means Company's termination of Employee's Employment that is for Cause.

(xii)     A "Retirement Installment" is an election made pursuant to the Rules to receive, after Retirement and prior to death, any Share issuance amounts in incremental installments over the number of years elected by Employee as allowed by the Rules.

j.    Payments to Third Party. Upon death of Employee followed by a valid written request for payment, the Shares shall be issued as soon as administratively practical to Employee’s beneficiary named in a written beneficiary designation filed with Company’s Corporate Secretary on a form for the Plan or, if there is no such designated beneficiary, to Employee’s executor or administrator or other personal representative acceptable to the Corporate Secretary. Any request

to pay any person or persons other than Employee shall be accompanied by such documentation as Company may reasonably require, including without limitation, evidence satisfactory to Company of the authority of such person or persons to receive the payment.

4.    TAXES.

a.    Tax Withholding; Valuation. Employee understands and agrees that, at the time any tax withholding obligation arises in connection with (i) a Share issuance, (ii) Retirement-eligibility, or (iii) a PSU Vesting, Company may withhold, in Shares if Company requires or a valid election applies under this Section 4, or in cash from payroll or other amounts Company owes or will owe Employee, any applicable withholding, payroll and other required tax amounts due upon Vesting, issuance of Shares, Retirement-eligibility, or any other applicable event. Tax Withholding may be made by any means permitted under the Plan, as approved by the Committee, and as permitted under the law. The valuation of the PSUs, and any Shares that Company may issue attributable to Vested PSUs, for tax and other purposes shall be as set forth in the Rules and in applicable laws and regulations ("Valuation Rules"). In the absence of the satisfaction of tax obligations, Company may refuse to issue the Shares.

b.    Acceleration of Share Issuance to Cover Employment Tax Liabilities. Employee understands and agrees that certain tax withholding amounts may be due prior to an issuance of Shares. For instance, withholding amounts for the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) or 3121(v)(2) ("FICA Tax") may be due upon Employee meeting Retirement-eligibility requirements during an Original Delay Period subsequent to a Change in Control. If Shares are issued on an accelerated basis to satisfy the FICA Tax as provided in this Paragraph, then Employee may have income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local, or foreign tax laws (together with the FICA Tax, the "FICA Related Taxes"). When and in the manner permitted by the Committee or its delegate in their sole discretion and unless otherwise prohibited by law, Company may satisfy (or may allow Employee to elect to satisfy) the FICA Related Taxes through the accelerated issuance of Shares (including the accelerated issuance of Shares for which a Vesting Date may not have yet occurred but for which the underlying PSU is no longer subject to substantial risk of forfeiture). In no event, however, may the value (determined under the Valuation Rules) of the total accelerated Share issuance exceed the aggregate amount of the FICA Related Taxes.

c.    Satisfaction in Share Retention. Subject to the requirements of the Committee or its delegate in their sole discretion and unless otherwise prohibited by law, Company may require Employee to satisfy, or may allow Employee (or his or her guardian, legal representative or successor) to irrevocably elect in writing on a Company designated form to satisfy, any income tax withholding obligation in connection with the PSUs through the retention of whole Shares which would otherwise have been issued, which Shares shall not belong to Employee upon such retention.

d.    Remedies. If withholding is not effected by Company for any reason at the time of the taxation event, then Employee agrees to pay Company any withholding amounts due within the deadline imposed by Company. If, within the deadline imposed by Company, Employee has not paid any withholding amounts due or, subject to compliance with Treasury Regulations § 1.409A-3(j)(4), has not elected, if allowed by the Committee or its delegate in their sole discretion, whether to have Shares retained for taxes or to pay cash for the tax withholding, then Company may, at its

sole discretion (a) retain whole Shares which would otherwise have been issued (including without limitation withdrawal of Shares that had previously been placed into Employee’s book entry account), (b) deduct such amounts in cash from payroll or other amounts Company owes or will owe Employee, or (c) effect some combination of Share retention and cash deduction (collectively, “Remedies for Amounts Owed”).

5.    VIOLATION OF NON-SOLICITATION, NONUSE AND NONDISCLOSURE PROVISIONS. Employee acknowledges that Employee’s agreement to this Section 5 is a key consideration for the grant of the PSUs. Employee hereby agrees with Company as follows:

a.    Non-Solicitation of Employees, Customers and Prospective Customers. Employee agrees that during the twelve (12) month period subsequent to termination of employment with “Employer” (as defined in Paragraph 5(g)), Employee will not solicit any employee of Employer or of any “Applicable Company Entity” (as defined in Paragraph 5(g)) to leave such employment to become employed by a competitor of Employer or of any Applicable Company Entity. Employee further agrees that, during the twelve (12) month period subsequent to termination of employment with Employer, Employee will not solicit or contact any person, business or entity which was a “Customer” or “Prospective Customer” (each as defined in Paragraph 5(g)) for purposes of selling goods or services of the type sold or rendered by Employer or any Applicable Company Entity.

b.    Ownership of Confidential Information, and Inventions and Works. All "Confidential Information," "Inventions" and "Works" (each as defined in Paragraph 5(g)) and documents and other materials containing Confidential Information, Inventions and Works are the exclusive property of Employer. Employee shall make full and prompt disclosure to Employer of all Inventions. Employee assigns and agrees to assign to Employer all of Employee’s right, title and interest in Inventions. Employee acknowledges and agrees that all Works are "works made for hire" under the United States copyright laws and that all ownership rights vest exclusively in Employer from the time each Work is created. Should a court of competent jurisdiction hold that a Work is not a "work made for hire," Employee agrees to assign and hereby assigns to Employer all of Employee’s right, title and interest in the Work. In the event any Invention or Work may be construed to be non-assignable, Employee hereby grants to Employer a perpetual, royalty-free, non-exclusive license to make, use, sell, have made, and/or sublicense such non-assignable Invention or Work. Employee agrees to assist Employer to obtain and vest its title to all Inventions and Works, including any patent or copyright applications or patents or copyrights in any country, by executing all necessary or desirable documents, including applications for patent or copyright and assignments thereof, during and after employment, without charge to Employer, at the request and expense of Employer.

c.    Recordkeeping and Return of Confidential Information, Inventions and Works. Employee agrees to maintain regular records of all Inventions and Works developed or written while employed with Employer. Employee agrees to comply with any procedures disseminated by Employer with respect to such recordkeeping. Employee agrees to provide such records to Employer periodically and/or upon request by Employer. Employee agrees to return to Employer all Confidential Information, Inventions and Works in any tangible form, and copies thereof in the custody or possession of Employee, and all originals and copies of analyses, compilations, studies or documents pertaining to any Confidential Information, Inventions and Works, in whatever form or medium, upon a request by Employer, or upon termination of employment.

d.    Nonuse and Nondisclosure. Employee shall not, either during or after Employee’s employment by Employer, disclose any Confidential Information, Inventions or Works to any other person or entity outside of his employment, or use any Confidential Information, Inventions or Works for any purpose without the prior written approval of an officer of Employer, except to the extent required to discharge Employee’s duties assigned by Employer.

e.    Subsequent Employer Notice. During the term of Employee’s employment with Employer and for the longer of one year thereafter, or any period in which the non-solicitation obligation set forth herein applies (the "Identification Period"), Employee agrees to identify to potential subsequent employer(s), partner(s) or business associate(s) Employee’s obligations under this Agreement prior to committing to a position with the employer(s), partner(s), or business associate(s). Employee agrees that Employer may, at its discretion, provide a copy of Section 5 of this Agreement to any of Employee’s subsequent employer(s), partner(s), or business associate(s), and may notify any or all of them of Employee’s obligations under this Agreement. During the Identification Period, Employee shall give written notice to Employer’s Human Resources Department identifying any subsequent employer(s), partner(s), or business associate(s) of Employee.

f.    Remedies. Employee agrees that the provisions of Section 5 hereof are necessary for protection of the business of Company and that violation of such provisions is cause for termination of employment and would cause irreparable injury to Company not adequately remediable in damages. Employee agrees that any breach of its obligations under Section 5 shall, in addition to any other relief to which Company may be entitled, including without limitation relief under the Company's Compensation Recoupment Policy described in Section 7, entitle Company to temporary, preliminary and final injunctive relief against further breach of such obligations, along with attorneys’ fees and other costs incurred by Company in connection with such action. Employee agrees to the waiver of any requirement for the posting of any bond as a condition to such equitable relief. For any non-equitable relief to which the Company is entitled, Company may apply all or any of the Remedies for Amounts Owed, as described in Paragraph 4(d).

g.    Section 5 Definitions. For purposes of Section 5, the following terms have the meanings set forth below:

(i)    “Applicable Company Entity” means Company, a Subsidiary (as defined in Paragraph 3(i)), or Affiliate (as defined in Paragraph 3(i) and also as defined in Paragraph 5(g)(iv)) with which Employee worked or was involved during the course of his employment with Employer or about which Employee gained Confidential Information during the course of Employee’s employment with Employer.

(ii)    “Confidential Information” means non-public information about Company, its Subsidiaries and Affiliates, including without limitation:

charts, test results, program formats and other works of authorship relating to or used in the current or prospective business or operations of Company, Subsidiaries and Affiliates, all of which is Confidential Information, whether or not patentable or made on Employer premises or during normal working hours; and

(iii)    “Customer” means any person, business or entity that has done business with Employer or any Applicable Company Entity at any time during the twelve (12) month period prior to the date of termination of Employee’s employment.

(iv)    “Employer” means any Company-related entity that has employed Employee, whether it be Company, its Subsidiary (as defined in Paragraph 3(i)), or Affiliate (as defined in Paragraph 3(i) and also for purposes of this Section 5 including any entity in which Company has a direct or indirect equity interest of at least twenty-five percent (25%)).

(v)    “Inventions” means all discoveries, improvements, and inventions relating to or used in the current or prospective business or operations of Company, Subsidiaries and Affiliates, whether or not patentable, which are created, made, conceived or reduced to practice by Employee or under Employee’s direction or jointly with others during Employee’s employment by Employer, whether or not during normal working hours or on the premises of Employer.

(vi)    “Prospective Customer” means any person, business or entity to whom or to which Employer or any Applicable Company Entity has made, at any time during the twelve (12) month period prior to the date of termination of Employee’s employment, a proposal to do business.

(vii)    “Works” mean all original works fixed in a tangible medium of expression by Employee or under Employee’s direction or jointly with others during Employee’s employment by Employer, whether or not during normal working hours or on the premises of Employer, and related to or used in the current or prospective business or operations of Employer.

h.    Survival. Except as limited in time in Paragraph 5(a), Employee’s obligations in this Section 5 shall survive and continue beyond the PSU Vesting or forfeiture dates, the Original Delay Period or an Extended Delay Period, any issuance or transfer of Shares, and any termination or expiration of the Agreement for any reason.

i.    Competing Obligations.  Employee may have entered or may enter into an agreement that contains an obligation protective of any Company-related entity that is similar to, but more or less restrictive than, an obligation set forth in this Section 5 ("Competing Obligation").  By executing this Agreement, Employee agrees that if any Competing Obligation applies, he shall be bound by the obligation (whether in this Agreement or in a separate agreement) that is the most protective to the Company-related entity.  

j.      Enforceability.  If the final judgment of a court or arbitrator with competent jurisdiction declares that any term or provision of this Section 5 is invalid or unenforceable, Employee agrees that the court or arbitrator making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, or geographic area of the applicable term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and that the terms and provisions of this Section 5 will be enforceable as so modified.  Employee further agrees that if any part of this Section 5 is held by a court or arbitrator with competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part by reason of any rule of law or public policy, and cannot be modified in accordance with this paragraph, such part shall be deemed to be severed from the remainder of this Section 5 for the purpose only of the particular legal proceedings in question, and all other covenants and provisions of this Agreement shall in every other respect continue in full force and effect, and no covenant or provision shall be deemed dependent upon any other covenant or provision.

6.    CHANGE IN CONTROL.

a.    Definition of Change in Control. For purposes of this Agreement, a "Change in Control" shall have the same meaning as the definition of such term in the Plan, as amended and interpreted from time to time, as of the date of the event that may cause a Change in Control.

    

Notwithstanding the occurrence of a Change in Control under the applicable definition, a Change in Control shall not occur with respect to Employee if, in advance of such event, Employee agrees with Company in writing that such event shall not constitute a Change in Control; provided, however, in no event shall Employee's agreement under this paragraph affect a payment subject to 409A from being made where such payment event is a 409A Change in Control.

b.     Committee Action in Connection with Change in Control. The Committee (as constituted before such Change in Control) has the authority to take the actions set forth in Section 14 of the Plan. For instance, by way of example and not limitation, the Committee (as constituted before such Change in Control) may determine in its sole discretion that Company, or any successor company in the applicable merger or sale agreement, may pay cash to Employee in an amount equal to the amount (as determined by the Committee) that could have been attained by Employee had the Award been currently payable, in lieu of issuing Shares that would otherwise be issued in connection with Vesting or the termination of an Extended Delay Period on or after the Change in Control.

 

7.    GENERAL.

a.    No Employment Contract. Except to the extent the terms of any separate written employment contract between Employee and Company may expressly provide otherwise, Company shall be under no obligation to continue Employee’s employment with Company for any period of specific duration and may terminate such employment at any time, as a Termination With Cause or as a Termination Without Cause.

b.     Recoupment Policy. This Award and any resulting delivery of Shares is subject to set-off, recoupment, or other recovery pursuant to the Company's Compensation Recoupment Policy adopted by the Committee effective December 15, 2014 and as amended from time to time (the “Policy”).  By accepting this Award, Employee expressly agrees that the Policy applies to this and any previous Awards Employee has received, and Employee consents to any permissive or mandated "Clawback Actions" (as defined in the Policy) as applied to any such Awards.

c.    Compliance With Certain Laws and Regulations. If the Committee determines that the consent or approval of any governmental regulatory body or that any action with respect to the PSUs is necessary or desirable in connection with the granting of the PSUs or the issuance of Shares, Employee shall supply Company with such representations and information as Company may request and shall otherwise cooperate with Company in obtaining any such approval or taking such action.

d.    Construction and No Waiver. Notwithstanding any provision of this Agreement, the granting of the PSUs and the issuance of the Shares are subject to the provisions of the Plan and any procedures or Rules promulgated thereunder by the Committee or its delegate. The failure of Company in any instance to exercise any of its rights granted under this Agreement, the Plan or the Rules shall not constitute a waiver of any other rights that may arise under this Agreement.

e.    Notices. Any notice required to be given or delivered to Company under the terms of this Agreement shall be in writing and addressed to Company in care of its Corporate Secretary at its corporate offices, and such notice shall be deemed given only upon actual receipt by Company. Any notice required to be given or delivered to Employee shall be in writing and addressed to Employee at the address on file with Company’s Human Resources Department or such other address specified in a written notice given by Employee to Company, and all such notices shall be deemed to have been given or delivered upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

f.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Delaware without reference to its principles of conflicts of law.

g.    Entire Agreement. Subject to Paragraph 5(i), this Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements or understandings between the parties relating thereto.

h.     Amendment. This Agreement may be amended only in a manner approved by Company evidencing both parties’ agreement to the amendment. This Agreement may also be amended, without prior notice to Employee and without Employee's consent, (i) prior to any Change in Control by the Committee if the Committee in good faith determines that the amendment does not materially adversely affect any of Employee's rights under this Agreement or (ii) at any time if

the Committee deems it necessary or appropriate to ensure that the PSUs either remain exempt from, or compliant with, Internal Revenue Code Section 409A.

    

i.    Acknowledgement. The PSU grant and this Agreement are subject to the terms and conditions of the Plan, the Rules, and any other rules or procedures adopted by the Committee or its delegate. The Plan is incorporated in this Agreement by reference and all capitalized terms used in this Agreement have the meaning set forth in the Plan, unless this Agreement specifies a different meaning. Employee agrees to accept as binding, conclusive and final all decisions and interpretations by the Committee of the Plan, this Agreement, the Rules, and other applicable rules or procedures regarding any issues arising thereunder, including without limitation all decisions and interpretations related to 409A and regulations and guidance issued thereunder.

By accepting the terms and conditions of this Agreement, Employee accepts the PSUs and acknowledges that the PSUs are subject to all the terms and provisions of the Plan (including without limitation the powers of the Committee to make determinations and adjustments as provided in Sections 3, 4.2, 5, 14.1 and 15.1 of the Plan), this Agreement, the Rules, and other applicable rules or procedures.