Form of 2023 Time Vesting Restricted Stock Unit Award (1 year)

This Agreement and the Notice of Grant evidence an award of Restricted Stock Units in the number of shares of Stock set forth on the Notice of Grant, and subject to the vesting and other conditions described below, in the Plan and on the Notice of Grant (the “Restricted Stock Units”).

The Purchase Price for the shares of Stock underlying the Restricted Stock Units is deemed paid by your prior services to the Company.

To the extent not yet vested, your Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of, whether by operation of law or otherwise, nor may your Restricted Stock Units be made subject to execution, attachment or similar process.

Your Restricted Stock Units shall vest in accordance with the vesting schedule shown on the Notice of Grant so long as you have not had a termination of service as a Non-Employee Director of the Company prior to the Vesting Date set forth on the Notice of Grant.

No additional Restricted Stock Units will vest after your termination of service as a Non-Employee Director of the Company for any reason except as set forth in this Agreement.

Notwithstanding the vesting schedules set forth under “Standard Vesting Schedule” and “Termination of Service Without Cause Following a Change in Control” above, if, unrelated to a Change in Control, you have a termination of service as a result of your (a) death or (b) Disability, the Restricted Stock Units that were scheduled to vest in accordance with the Standard Vesting Schedule will vest in full upon the occurrence of such event.

For purposes of this Agreement, Cause means the following events: (i) an intentional act of fraud, embezzlement, theft, or any other material violation of law in connection with your duties or in the course of your service as a Non-Employee Director of the Company; (ii) your conviction of or entering of a plea of nolo contendere to a felony; (iii) your alcohol intoxication in the course of performing your duties as a Non-Employee Director of the Company or current illegal drug use; (iv) your intentional wrongful damage to tangible assets of the Company; (v) your intentional wrongful disclosure of material confidential information of the Company and/or material breach of the provisions of the Company’s Confidentiality/Non-Competition/Non-Solicitation Agreement or any other noncompetition or confidentiality provisions covering your activities; (vi) your knowing and intentional breach of any policy of the Company; (vii) gross neglect or gross misconduct, disloyalty, dishonesty, or breach of trust, or failure in the performance of your duties as a Non-Employee Director of the Company that is not corrected to the Company’s satisfaction within 30 days of your receiving notice thereof, provided that a period to cure any issues is reasonable and/or feasible; or (viii) your misconduct that causes reputational harm to the Company.

Unless your termination of service as a Non-Employee Director of the Company triggers accelerated vesting or other treatment of your Restricted Stock Units pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company and you, you will automatically forfeit to the Company all of the Restricted Stock Units that have not yet vested as of your termination of service.

If you (a) should take actions in violation or breach of or in conflict with any (i) non-competition agreement, (ii) agreement prohibiting solicitation of employees or clients of the Company or any Affiliate, (iii) confidentiality obligation with respect to the Company or any Affiliate, (iv) Company policy or procedure, or (v) other agreement, or (b) if you incur a termination of service as a Non-Employee Director of the Company for Cause, the Company has the right to cause an immediate forfeiture of (A) your rights to any outstanding Restricted Stock Units, and (B) with respect to the period commencing 36 months prior to your termination of service and ending 36 months following such termination of service (1) a forfeiture of any gain recognized by you upon the sale of any shares of Stock received as a result of the vesting of any Restricted Stock Units, and (2) a forfeiture of any vested shares of Stock held by you as a result of the vesting of any Restricted Stock Units. For the avoidance of doubt, any [Confidentiality/Non-Competition/Non-Solicitation Agreement] entered into before or concurrently with this Agreement is covered by this provision as are any other applicable agreements whether executed before or after this Agreement.

Moreover, nothing in this Agreement or the Plan shall prohibit you from (a) disclosing any confidential information to a government agency if you are required to produce the information pursuant to a subpoena, court order, administrative order or other legal process, (b) communicating with the Securities and Exchange Commission about securities law violations, or (c) communicating with any other government entity or agency if such communication is to report a violation of applicable law.

The shares of Stock underlying your vested Restricted Stock Units will be issued within 60 days following the Vesting Date; provided, however, that if you incur a termination of service as a Non-Employee Director of the Company on which all or some of your unvested Restricted Stock Units vest as provided in this Agreement, the shares of Stock underlying such vested Restricted Stock Units shall be issued within 60 days of the date of your termination of service.

This Agreement and the Restricted Stock Units do not give you the right to continue your service as a Non-Employee Director of the Company. The Company reserves the right to terminate your service as a Non-Employee Director of the Company at any time and for any reason.

You acknowledge that you either (a) have entered into a [Confidentiality/Non-Competition/Non-Solicitation Agreement] with the Company as of the date you began your service as a Non-Employee Director of the Company or as of the date you were first granted Awards pursuant to the Plan, or (b) will concurrently enter into a [Confidentiality/Non-Competition/Non-Solicitation Agreement] if this Agreement and Notice of Grant relates to your first grant of an Award under the Plan. In consideration of the award of Restricted Stock Units granted pursuant to this Agreement, you agree to be bound by the obligations in, and covenant to comply with, such [Confidentiality/Non-Competition/Non-Solicitation Agreement] that you have either previously entered into with the Company or are entering into with the Company concurrently with this Agreement, and you further understand that a failure to comply with the [Confidentiality/Non-Competition/Non-Solicitation Agreement]’s terms and conditions may result in consequences as described in this Agreement.

The text of the Plan is incorporated in this Agreement by reference.

This Agreement, the Notice of Grant, and the Plan constitute the entire understanding between you and the Company regarding this grant of Restricted Stock Units. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written consulting, confidentiality, non-competition, and/or non-solicitation agreement between you and the Company or any Affiliate shall supersede this Agreement with respect to its subject matter.

If there is any conflict between this Agreement and the Plan, or if there is any ambiguity in this Agreement, any term that is not defined in this Agreement or any matter as to which this Agreement is silent, in any such case, the Plan shall govern, including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan and (c) make all other determinations deemed necessary or advisable for the administration of the Plan.

In order to administer the Plan, the Company or any Affiliate may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your home and business addresses, other contact information, and any other information that might be deemed appropriate by the Company and any Affiliate to facilitate the administration of the Plan.

By accepting this grant, you give explicit consent to the Company and any Affiliate to process any such personal data. You also give explicit consent to the Company and any Affiliate to transfer any such personal data outside the country in which you provide services, including with respect to non-U.S. resident participants, to the United States, to transferees who shall include the Company, any Affiliate and other persons who are designated by the Company to administer the Plan.

The Company may choose to deliver certain statutory materials relating to the Plan as well as any other documents related to the grant in electronic form. By accepting this grant, you agree that the Company may deliver the Plan prospectus, the Company’s annual report, and other grant-related materials to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please email your request for paper copies to [__________].com.