TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
1. Grant. The Company hereby grants to the Employee under the
Plan an award of that number of RSUs set forth on the first page of this Agreement, subject to all
of the terms and conditions in this Agreement and the Plan.
2. Companys Obligation to Pay. Each RSU has a value equal to the Fair Market Value
of a share of Stock on the date it becomes vested. Unless and until the RSUs will have vested in
the manner set forth in paragraphs 3 and 4, the Employee will have no right to payment of any such
RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation
of the Company, payable (if at all) only from the general assets of the Company.
3. Vesting Schedule. Subject to paragraph 4, the RSUs awarded by this Agreement will
vest in the Employee according to the vesting schedule set forth on the first page of this
Agreement (the Vesting Schedule), subject to the Employees continuing to be an Eligible
Individual on such dates.
4. Forfeiture upon Termination as Eligible Individual. Notwithstanding any contrary
provision of this Agreement, if the Employee terminates service as an Eligible Individual for any
or no reason, the then-unvested RSUs awarded by this Agreement will thereupon be forfeited at no
cost to the Company and the Employee shall have no further rights thereunder.
5. Payment after Vesting.
(a) Shares of Stock subject to any RSUs that vest in accordance with the Vesting Schedule will
be paid to the Employee (or in the event of the Employees death, to his or her estate) in whole
shares of Stock on each of the  anniversaries of the Vesting Commencement Date (each,
a Distribution Date), in each case not later than ten days following each Distribution Date, with
respect to shares of Stock subject to those RSUs that have vested prior to each such date (without
regard to whether the Employee is employed on such Distribution Date).
(b) The Employee hereby consents that to the extent determined appropriate by the Company, all
taxes, including but not limited to, any federal, state, local and other withholding taxes with
respect to such RSUs, will be paid by reducing the number of shares of Stock actually paid to the
6. Rights as Stockholder. Neither the Employee nor any person claiming under or
through the Employee will have any of the rights or privileges of a stockholder of the Company in
respect of any shares of Stock deliverable hereunder unless and until certificates representing
such shares of Stock will have been issued, recorded on the records of the Company or its transfer
agents or registrars, and delivered to the Employee.
7. No Effect on Employment. This Agreement is not an employment contract, and nothing
herein shall be deemed to create in any way whatsoever any obligation on the Employees part to