Employee Unit Award Agreement

EMPLOYEE UNIT AWARD AGREEMENT

This Employee Unit Award Agreement (the Agreement) is entered into as of by and between (Employer) and Employee Name: . This Agreement grants Units pursuant to the Employer's equity incentive plan identified below and subject to the terms and conditions set forth herein.

Plan Reference and Grant

Plan Name:

Grant Type (check applicable): Restricted Units Performance Units Other:

Number of Units Granted:   Unit Fair Market Value (if applicable):

Vesting

Vesting Commencement Date:

The Units shall vest according to the following schedule, subject to continued employment and satisfaction of any performance conditions:

Conditions and Forfeiture

Vesting is conditioned upon continued service with the Employer through each vesting date and, if specified, satisfaction of performance measures described in the Plan. If the Employee's service is terminated for any reason prior to a vesting date, Units that have not vested at the date of termination shall be forfeited, except as otherwise provided in this Agreement, the Plan or a written agreement of the Employer.

Termination for Cause: If terminated for Cause, all unvested Units shall be forfeited immediately. Cause is defined in the Plan and includes material breach, dishonesty, or willful misconduct.

Termination without Cause, Resignation or Death/Disability: Specify treatment upon these events (describe specifics or reference Plan):

Tax Withholding and Payment

The Employee acknowledges that the Employer shall have the right to deduct from any payment to the Employee, including withholding of Units or sale of vested Units, the amount of any required tax withholding. The Employee elects withholding method:

Payroll withholding:    Sell-to-cover at vesting:    Other:

Transfer Restrictions; Securities Law

The Units are subject to transfer restrictions, including legends and restrictions required by the Plan. The Units may not be sold, assigned, pledged or otherwise transferred except in compliance with applicable securities laws and the terms of the Plan. The Employee acknowledges that no transfer may occur unless such transfer is registered or exempt from registration under applicable securities laws.

Confidentiality, Non-Disclosure and Compliance

The Employee agrees to maintain the confidentiality of proprietary information in accordance with any existing confidentiality agreement with the Employer and acknowledges that violation of confidentiality or other policies may constitute Cause for termination and forfeiture of unvested Units.

Governing Law; Amendment

This Agreement shall be governed by and construed in accordance with the laws of the state specified in the Plan. The Employer may amend this Agreement to the extent permitted by the Plan; any amendment that materially impairs the Employee's rights shall only be effective as provided in the Plan.

Acknowledgments and Representations

The Employee represents and warrants that the Employee has received a copy of the Plan, has had an opportunity to review this Agreement and the Plan, and agrees to be bound by the terms and conditions of the Plan and this Agreement.

Employee Information (Required)

Position Information

Employment History

Education

References (Professional)

Legal Disclosures

At-Will Employment: The Employee acknowledges that employment with the Employer is on an at-will basis unless a separate written employment agreement states otherwise. Either the Employer or the Employee may terminate the employment relationship at any time, with or without Cause, and with or without notice, subject to the terms of any written agreement.

Equal Opportunity: The Employer is an equal opportunity employer and does not discriminate based on protected characteristics. The Employee acknowledges receipt of the Employer's EEO policy where applicable.

Applicant/Employee Certification and Authorizations

I certify that all information provided in this Agreement and any supporting documentation is true, complete and accurate to the best of my knowledge. I authorize the Employer to contact previous employers and references to verify information provided and to conduct background and credit checks where permitted by law. I understand that any material misrepresentation may result in forfeiture of Units and disciplinary action up to termination.

Authorization to Contact Prior Employers and Conduct Background Checks: I authorize the Employer to obtain and review background and reference information in connection with this Agreement.

Acceptance: By checking above and signing below, the Employee accepts the terms of this Agreement and acknowledges receipt of a copy.

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