Annualized Stock Price Appreciation

Type of Grant   

Discretionary Performance Units (“Performance RSUs”). This is a one-time, discretionary grant to reward you for your appointment as Chief Executive Officer of the Company.

[Insert XX] (equal to $800,000.00 divided by $[CLOSING PRICE], the closing price of the Company’s stock as of the date of grant).

November 11, 2013

The Performance Period for this Award Agreement shall be the three (3) year period ending on the third anniversary of the Grant Date.

Except as otherwise provided herein, (i) the Performance RSUs will be deemed earned only if the Ending Stock Price (as defined below) of the Company meets or exceeds the threshold level established below, and (ii) the Performance RSUs will be deemed vested only if you are continuously employed with the Company throughout the Performance Period, except as otherwise provided herein.

“Ending Stock Price” will be determined based on the highest average stock price over any consecutive twenty (20) trading day period in the third year of the Performance Period.

The payout levels for each Tranche of Performance RSUs are based on the attained percentage of the Stock Price (using linear interpolation for results falling between the three performance levels).

In general, should your Service with the Company be terminated prior to the last day of the Performance Period, all then outstanding Performance RSUs will be forfeited to the Company. However, the following provisions will apply if, prior to the forfeiture of the Award, you cease providing Services due to any of the following reasons (and provided that you have not committed a material breach of the restrictive covenants set forth in the Employment Agreement by and between you and the Company dated November __, 2013 (the “Employment Agreement”) or been terminated by the Company under the Employment Agreement for Cause):

• Death or Disability: If, prior to full vesting of the Award, you die while employed with the Company or separate from Service due to a Disability (as defined in the 2010 Plan), your Performance RSUs shall become immediately and fully vested at the Target level set forth above and paid out in Shares of Company stock pursuant to the settlement provisions below.

• Termination Without Cause or for Good Reason: If, prior to vesting of the Award, your Service is terminated by the Company without Cause or by you for Good Reason, you will be deemed to have remained continuously employed with the Company throughout the Performance Period for purposes of this Award Agreement. For purposes of this Award Agreement, “Cause” and “Good Reason” shall have the meanings assigned to such terms in the Employment Agreement.

• Termination Upon a Change in Control: If, prior to the full vesting of the Award, your employment is terminated in anticipation of, upon, or within twenty-four (24) months following a Change in Control (as defined in the 2010 Plan), by the Company without Cause or by you for Good Reason, your Performance RSUs will be deemed fully vested at the Target level set forth above and paid out in Shares of Company stock pursuant to the settlement provisions below, provided that, if termination was in anticipation of a Change in Control, the full vesting of your Performance RSUs will occur upon the Change in Control.

If your Service with the Company shall terminate during the Performance Period for any reason other than those listed above, all unvested Performance RSUs shall be forfeited to the Company.

Except as it applies to Tranches that are deemed to be earned at “Target” and become payable due to a Change in Control or due to termination of Service as a result of death or Disability, no Awards will become payable unless the Committee certifies that the performance goals in the Award Agreement have been attained with respect to the applicable Performance Year during the Performance Period in a manner that complies with Code Section 162(m) and the 2010 Plan. Any earned Performance RSUs will be paid in the form of one Share of Company stock for each earned whole Performance RSU. Delivery of the Share(s) will be made after the end of the Performance Period and not later than the 15^th day of the third month following the end of the Performance Period. Notwithstanding the preceding provisions, in the event of a separation from Service due to death or Disability, delivery of the Shares will be made, including delivery with respect to a Disabled Participant, or to the estate of a deceased Participant, within thirty (30) days after such separation from Service. Shares will be credited to an account established for the benefit of the Participant with the Company's administrative agent. The Participant will have full legal and beneficial ownership with respect to the Shares at that time. Partial Shares (along with any accumulated dividends) will be paid in cash at the same time the Shares are delivered.

You acknowledge and agree that the Company shall have the power and the right to deduct or withhold, an amount sufficient to satisfy federal, state, and local taxes (including your FICA obligation), domestic or foreign, required by law to be withheld with respect to this Award.