(such events are collectively referred to as “Acceleration Events”), then all outstanding unvestedRSUs shall immediately vest as of the date of the applicable Acceleration Event, subject to **Section2(d)**below.(c) In the event that during the period of the Participant’s employment with the Company orone of its Affiliates after the Grant Date a Change in Control shall occur, then all outstandingunvested RSUs that have not been forfeited prior to the date of such Change in Control shall veston the date of such Change in Control. In the event that the Change in Control occurs on a dateprior to the date that a Participant is determined to be Disabled for purposes of the Plan and thisGrant Notice, but the Committee, in its sole determination expects the Participant to be Disabledat the end of the 9-month period referred to in **Section ****4(a)** of this Grant Notice, then all of theunvested RSUs of such Participant, to the extent not previously forfeited, shall vest upon the dateof the Change in Control.(d) In the event that any calendar date on which vesting is purportedly scheduled pursuant tothe terms of **Sections ****2(a)****,****2(b)****or****2(c)** above is not a Business Day (as defined below), thevesting shall automatically be delayed until the first Business Day following that calendar date.“Business Day” means a date on which commercial banks in New York, New York are open for generalbusiness.(e) On or as soon as reasonably practicable following the applicable RSU Vesting Date (but inno event later than the end of the calendar year in which such date occurs), the Company shalldeliver to the Participant’s account with the third party administering the Company’s equity awardsprograms (currently Charles Schwab) (the “Administrator”) one share of Common Stock with respect toeach whole RSU that vests on such date, subject to **Sections 3 and 7**below. Upon such delivery, allobligations of the Company with respect to each such RSU shall be deemed satisfied in full. It isa condition to the Company’s obligation to deliver any evidence of the shares of Common Stock tothe Participant pursuant to this Grant Notice that the Participant shall have opened an accountwith the Administrator.3. Certain Changes; Rights as a Stockholder. The number and class of shares of CommonStock or other securities which are distributable to the Participant with respect to any RSUcovered by this Grant Notice shall be adjusted proportionately or as otherwise appropriate toreflect any increase or decrease in the number of issued shares of Common Stock resulting from astock split, spin-off, split-off, split-up, recapitalization, capital reorganization,reclassification of shares of Common Stock, merger or consolidation, or any like capitaladjustment, or the payment of any stock dividend, and/or to reflect a change in the character orclass of shares covered by the Plan arising from a readjustment or recapitalization of theCompany’s capital stock, in each case as determined by the Committee. The Participant shall nothave any rights to cash dividends, voting rights or other rights of a stockholder with respect tothe RSUs covered by this Grant Notice until the Company delivers Common Stock to the Participant’saccount in accordance with **Section 2(e)**.
 
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4. Definitions. The following term shall have the following meaning:(a) “Disability” or “Disabled” means, notwithstanding any definition in the Plan, that, in thedetermination of the Committee, the Participant is both (i) unable to engage in anysubstantial gainful activity by reason of any medically determinable physical or mentalimpairment which can be expected to result in death or can be expected to last for a continuousperiod of not less than 12 months and (ii) (x) in case the Participant is eligible for the longterm disability program offered to United States-based employees by the Company or its Affiliates,the Participant has actually received long term disability benefits for no less than 9 months or(y) in case the Participant is not eligible for such long term disability program solely by virtueof not being based in the United States, the Participant would have been eligible to receive longterm disability benefits for no less than 9 months but for the Participant not being based in theUnited States. For purposes of **Section ****2(b)** above, it is understood that the Disability shall bedeemed to be incurred on the last day of the 9-month period contemplated in clause (ii) of theimmediately preceding sentence. In the event the Participant has met the condition set forth inclause (i) of the first sentence of this definition but does not satisfy the condition set forth inclause (ii) of this definition solely by reason of the Participant’s death, then the provisions ofsuch clause (ii) shall be deemed to have been satisfied and for purposes of **Section ****2(b)** above theDisability shall be deemed to be incurred on the date of such death.5. No Employment Rights; Termination of Employment. Nothing in this Grant Noticeshall give the Participant any right to continue in the employment of the Company or any Affiliate,or to interfere in any way with the right of the Company or any Affiliate to terminate theemployment of the Participant. Except as otherwise expressly provided in **Sections ****2(b)****and 2(c)**hereof, RSUs that are not vested as of the date the Participant’s employment with the Company andits Affiliates terminates or ceases for any reason or no reason, whether voluntary or involuntary(including, without limitation, termination or cessation of employment with or without cause orarising out of or in connection with a reduction in force, sale or shutdown of certain operations,or otherwise), shall immediately and automatically terminate and be forfeited in their entirety,provided, however, that only for purposes of this Grant Notice the Participant’semployment shall not be deemed terminated solely by virtue of the Participant’s voluntary cessationof employment in circumstances that the Committee determines are reasonably likely to result in aDisability for so long as the Committee determines that the Participant continues to satisfy theconditions that would ultimately lead to the Committee’s determination that the Participant hasincurred a Disability.6. Plan Provisions. The provisions of the Plan shall govern, and if or to the extentthat there are inconsistencies between those provisions and the provisions hereof, the provisionsof the Plan shall govern. A copy of the Plan is available on the Company’s global Intranet Website, currently located at http://insideworldwide.com.7. Withholding. In the event that prior to any applicable RSU Vesting Date hereunderthe Participant has not provided the Company with notice (which may be by written notice or by anelection made via the website operated by the Administrator) (the “Payment Notice”) to the effectthat the Participant will provide the Company (or the Administrator on the Company’s behalf)payment of the amount, if any, deemed necessary by the Company in its reasonable discretion toenable the Company and its Affiliates to satisfy the minimum federal, foreign or other taxwithholding or similar obligations of the Company and its Affiliates with respect to the shares ofCommon Stock vesting on such RSU Vesting Date (and/or any other items which may be distributable tothe Participant on the RSU Vesting Date pursuant to **Section 3**hereof), or in the event theParticipant provides the Payment Notice but does not deliverpayment of the appropriate amount to the Company (or the Administrator on the Company’sbehalf) by such RSU Vesting Date, then the Company shall satisfy the minimum federal, foreign orother tax withholding or similar obligation of the Company and its Affiliates with respect to suchvesting by withholding the number of whole shares of Common Stock (on and valued as of the RSUVesting Date) (and/or other items which may be distributable to the Participant on the RSU VestingDate pursuant to **Section 3**hereof) sufficient to satisfy such minimum withholding and otherobligations.
 
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8. Notices. All notices or other communications to be given or delivered inconnection with this Grant Notice shall be either in electronic format or in writing and shall bedeemed to have been properly served if delivered electronically, personally, by courier, or bycertified or registered mail, return receipt requested and first class postage prepaid, in the caseof notices to the Company, to the attention of Director of Human Resources, at the Company’soffices at 5 Clock Tower Place, Suite 500, Maynard, MA 01754 and in the case of notices to theParticipant, to the Participant’s last known address (as noted in the Participant’s personnel file)or such other addresses (including any electronic email addresses) as the recipient party hasspecified by prior notice to the sending party. All such notices and communications shall be deemedreceived upon the actual delivery thereof in accordance with the foregoing.9. Binding Effect; Headings; Status. This Grant Notice shall be binding upon andshall inure to the benefit of the Company, the Participant and their respective successors andpermitted assigns. The subject headings of Sections are included for the purpose of convenienceonly and shall not affect the construction or interpretation of any of the provisions of this GrantNotice. The Participant’s rights under this Grant Notice, including, without limitation, rights toRSUs, shall at all times that such rights exist represent a general obligation of the Company. TheParticipant shall be a general creditor of the Company with respect thereto and shall not have asecured or preferred position with respect thereto. Nothing in this Grant Notice or the Plan shallbe deemed to create an escrow, trust, custodial account or fiduciary relationship of any kind.10. Non-Assignability, Etc. The Participant’s rights under this Grant Notice,including, without limitation, rights to RSUs, are not assignable or transferable except upon theParticipant’s death to a beneficiary designated by the Participant in a written beneficiarydesignation filed with the Company or, if no duly designated beneficiary shall survive theParticipant, pursuant to the Participant’s will and/or by the laws of descent and distribution.Any and all such rights shall not be subject to anticipation, alienation, sale, transfer,encumbrance except as otherwise expressly permitted herein.11. Securities Laws; Insider Trading. The Committee may from time to time impose anyconditions on the RSUs and shares of Common Stock as it deems necessary or advisable to ensure thatthe Plan, this Grant Notice and the issuance and resale or any securities comply with allapplicable securities laws, including without limitation the Securities Act and Rule 16b-3 underthe Exchange Act. Such conditions may include, among other things, the requirement thatcertificates for shares of Common Stock to be issued to the Participant hereunder contain arestrictive legend in such form and substance as may be determined by the Committee. Withoutlimiting the foregoing, it is understood that Affiliates of the Company may resell Common Stockonly pursuant to an effective registration statement under the Securities Act, pursuant to Rule 144under the Securities Act, or pursuant to another exemption from registration under theSecurities Act. The Participant understands and agrees that any and all transactionsinvolving shares of Common Stock or other securities of the Company must comply with applicablelaws, rules, regulations and policies, including but not limited to the Company’s policy regardinginsider trading, which policy, among other things, prohibits transactions involving shares ofCommon Stock or other securities of the Company by individuals who have material non-publicinformation relating to the Company.
 
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12. General. This Grant Notice shall be deemed to be an Award Agreement as defined inthe Plan. This Grant Notice shall be governed by and construed in accordance with the laws of theState of New York (other than the conflict of laws provisions thereof). This Grant Noticeconstitutes the entire understanding of the legal obligations between the parties with respect tothe subject matter hereof and controls and supersedes any prior understandings, agreements orrepresentations by or between the parties, written or oral with respect to its subject matter,including but not limited to the provisions of any and all employment agreements and offer letters(such as terms providing for acceleration or other enhancement to restricted stock or other equityinterests in the event of the occurrence of specified events), except and only to the extent of anyrights of the Company or its Affiliates relating to Section 280G of the Internal Revenue Code of1986, as amended. The Participant should not rely on any representation not set forth in thisGrant Notice.13. Amendment. This Grant Notice may be unilaterally amended by the Company withoutParticipant’s consent as provided in the Plan or to conform the Grant Notice to any changesrequired by the Administrator or as a result of the change of Administrator.
 
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