Restricted Share Unit Award Agreement dated May 7, 2018 between the Company and Robert F. Schneider

“Continuous Service” means, for the purpose of this Award Agreement, the absence of any interruption or termination in the employment of Employee by the Company or an Affiliate. Continuous Service will not be considered interrupted in the case of: (i) sick leave, military leave or any other leave of absence approved by the Company; or (ii) transfer between the Company and an Affiliate or any successor to the Company. This definition does not include service by Employee solely as a non-employee member of the Board.

“Retirement” means, for the purpose of this Award Agreement, any termination of Employee’s Continuous Service, other than for Cause, occurring the later of: (i) October 31, 2018; or (ii) the effective date of the appointment by the Company of a new Chief Executive Officer.

“Cause” means, with respect to termination of Employee’s Continuous Service, one or more of the following occurrences: (1) Employee’s willful and continued failure to perform substantially the duties or responsibilities of Employee’s position (other than by reason of Disability) or the willful and continued failure to follow lawful instructions of the Board, if such failure continues for a period of five days after the Company delivers to Employee a written notice identifying such failure; (2) Employee’s conviction of a felony or of another crime that reflects in a materially adverse manner on the Company or its markets or business operations; (3) Employee’s engaging in fraudulent or dishonest conduct, gross misconduct that is injurious to the Company, or any misconduct that involves moral turpitude; or (4) Employee’s failure to uphold a fiduciary duty to the Company or its share owners.

The Award shall vest as follows: 17,301 shares shall vest on June 30, 2019 (the “Initial Vesting Date”), and 15,964 shares shall vest on June 30, 2020 (the “Final Vesting Date,” and with the Initial Vesting Date, each a “Vesting Date”), in each case if and only if the Committee, immediately prior to such Vesting Date, determines in its sole discretion that Employee has fulfilled all of his obligations pursuant to the terms of the Employment Agreement and the Amendment.

Notwithstanding anything to the contrary set forth in the Plan or this Award Agreement, Employee will forfeit all rights with respect to any unvested portion of this Award if the Committee determines immediately prior to the applicable Vesting Date that Employee has not fulfilled his obligations pursuant to the terms of the Employment Agreement and the Amendment.

If Employee ceases Continuous Service prior to the effective date of his Retirement for any reason other than his Disability or death, Employee will forfeit all rights with respect to this Award.

Disability or Death. In the event of Employee’s Disability or death prior to the Final Vesting Date, a prorated portion of this Award will vest on the date of such Disability or death, calculated by multiplying the total number of Shares of Stock set forth in Section 2 by a fraction determined by:

Numerator = number of months between the Award Date and the Vesting Date prior to such Disability or death, including the month in which the Disability or death occurs, which shall be considered a full month.

Denominator = 26 months,

Notwithstanding anything to the contrary set forth in the Plan or this Award Agreement, Employee shall forfeit any unvested Restricted Share Units awarded hereunder in the event that Employee breaches any of his employee and ancillary agreements, including without limitation, any confidentiality or non-solicitation obligation documented by agreement (collectively, “Employee Agreement”). In addition, for purposes herein, Employee shall be deemed to have breached an Employee Agreement if Employee seeks judicial intervention to limit or nullify the terms of such Employee Agreement.     

In the event that Restricted Share Units vest and Shares are issued to Employee under this Award Agreement and within twelve (12) months after the issuance of such Shares to Employee, (a) the Company identifies facts that would have resulted in a termination of Employee for Cause prior to the effective date of his Retirement, or (b) Employee breaches an Employee Agreement, then, in addition to the forfeiture under Section 3.E. of this Award Agreement, Employee agrees to repay the value of such Shares received under this Award Agreement within thirty (30) days of the date of written demand by the Company.

Awards and any compensation or benefits associated therewith shall also be subject to repayment or forfeiture as may be required to comply with (i) any applicable listing standards of a national securities exchange adopted in accordance with Section 10D of the Exchange Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder; (ii) similar rules under the laws of any other jurisdiction; and (iii) any policies adopted by the Company to implement such requirements, all to the extent determined by the Company in its discretion to be applicable to Employee. This Award Agreement may be unilaterally amended by the Committee to comply with any such compensation recovery policy.

If the Company shall at any time change the number of shares of its Stock without new consideration to the Company (such as by stock dividend or stock split), the total number of Shares subject to the Award Agreement hereunder shall be changed in proportion to the change in issued shares. If, during the term of this Award Agreement, the Stock of the Company shall be changed into another kind of securities of the Company or into cash, securities or evidences of indebtedness of another corporation, other property or any combination thereof, whether as a result of reorganization, sale, merger, consolidation, or other similar transaction, the Company shall cause adequate provision to be made whereby Employee shall thereafter be entitled to receive, under this Award Agreement, the cash, securities, evidences of indebtedness, other property or any combination thereof, Employee would have been entitled to receive for Stock acquired through this Award Agreement immediately prior to the effective date of such transaction. If appropriate, the number of Shares of this Award Agreement following such reorganization, sale, merger, consolidation or other similar transaction may be adjusted, in each case in such equitable manner as the Committee may select.

In the event of a Change in Control that involves a Corporate Transaction, Section 12(b) of the Plan will govern this Award. In the event of a Change in Control that does not involve a Corporate Transaction, Section 12(c) of the Plan will govern this Award.

The parties intend that the payments and benefits under the Plan and this Award Agreement comply with Code Section 409A, to the extent applicable, and accordingly, to the maximum extent permitted, the Plan and this Award Agreement shall be interpreted and administered to be in compliance therewith. Any payments described in this Award Agreement or the Plan that are due within the “short-term deferral period” as defined in Code Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise.

Notwithstanding any provisions in the Plan to the contrary, to the extent that the Company has any stock which is publicly traded on an established securities market or otherwise, if Employee is a Specified Employee and a Separation from Service occurs, any payment of deferred compensation, within the meaning of Code Section 409A, otherwise payable under this Award Agreement because of employment termination will be suspended until, and will be paid to Employee on, the first day of the seventh month following the month in which Separation from Service occurs. Payments delayed by the preceding sentence shall be accumulated and paid on the earliest administratively feasible date permitted by such sentence. “Specified Employee” shall mean an individual who, at the time of his Separation from Service, is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and Treasury regulation section 1.409A-1(i). For purposes of the preceding sentence, the “specified employee identification date” shall be December 31 (of the prior Plan year) and the “specified employee effective date” shall be the following April 1.

Employee represents and warrants that he has received and reviewed a Plan Memorandum, which summarizes the provisions of the Plan.

The Company makes no representations or warranties as to the tax consequences of and benefits vested or payable under this Award, and in no event shall Company be responsible or liable for any taxes, penalties or interest assessed against Employee for any benefit or payment provided under this Award.

Employee represents and warrants his understanding that the grant of the Restricted Share Units by the Company is voluntary and does not create in Employee any contractual or other right to receive future grants of Restricted Share Units, or benefits in lieu of Restricted Share Units in any circumstance. All decisions with respect to any future awards will be made in the sole discretion of the Company.