Form of Warner Chilcott Equity Incentive Plan Restricted Share Award Agreement



 Exhibit 10.40 
 WARNER CHILCOTT 
 EQUITY INCENTIVE PLAN 

RESTRICTED SHARE AWARD AGREEMENT 
 You have been granted a restricted share award (the “Restricted Share Award”) on the following terms and subject to the provisions of the Restricted Share Award Agreement Terms and
Conditions (“Attachment A”) appended hereto and the Warner Chilcott Equity Incentive Plan, as amended and restated (the “Plan”). Unless defined in this Restricted Share Award Agreement (together with Attachment A
and each annex thereto, the “Agreement”), capitalized terms will have the meanings ascribed to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to
you, the provisions of the Plan will prevail. 
  

			
	Grantee:	  	[INSERT FULL NAME]
		
	Total Number of Restricted Shares Underlying Award:	  	[        ] ordinary shares, par value $.01, of the Company (“Restricted Shares”)
		
	Grant Date:	  	[INSERT DATE OF GRANT]
		
	Vesting Schedule:	  	Ordinary vesting is 25% on each anniversary of the Grant Date. Special vesting provisions apply in certain events (see Attachment A).








 Attachment A 
 RESTRICTED SHARE AWARD AGREEMENT 
 TERMS AND CONDITIONS 

Section 1. Grant of Restricted Share Award. 
 (a) Grant. Subject to the terms and conditions of the Plan and this Agreement, Warner Chilcott plc (the “Company”) hereby grants to the Grantee on the Grant Date a Restricted Share
Award bearing the terms set forth on the cover page of this Agreement as more fully described herein. 
 (b) Plan and Defined
Terms. This award is granted under the Plan, which is incorporated herein by this reference and made a part of this Agreement. Capitalized terms, unless defined herein or in any annex hereto, shall have the meaning ascribed to them in the Plan.

 (c) Additional Terms for Awards Outside the United States. For a Grantee who resides or is employed outside the United
States, this award may be subject to the special terms and conditions set forth in Annex 1. In addition, if the Grantee relocates to one of the countries with additional provisions set forth in Annex 1, the special terms and conditions
for such country shall apply to the Restricted Shares, to the extent the Company determines that such application is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Company further reserves
the right to impose other requirements on the Grantee’s participation in the Plan and on the Restricted Shares, to the extent the Company determines that it is necessary or advisable in order to comply with local law or facilitate the
administration of the Plan and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 
 Section 2. Issuance of Shares. 
 (a) Share
Issuance. The Company shall cause to be issued Restricted Shares representing this award, registered in the name of the Grantee (or in the names of such person and his or her spouse as community property or as joint tenants with right of
survivorship). 
 (b) Voting Rights. The Grantee shall have voting rights with respect to the Restricted Shares.

 (c) Dividends. All share dividends, if any, that are paid on unvested Restricted Shares and all share dividends, if
any, that are paid on any share dividends (any such share dividends, “Restricted Share Dividends”) and all cash dividends paid on unvested Restricted Shares (or on Restricted Share Dividends) (“Cash Dividends”)
shall be treated as set forth in Section 3(b). 

  
 Attachment A-1









 (d) Section 83(b) Election. A Grantee who is a U.S. taxpayer may choose to make
an election under Section 83(b) of the Code, which would cause the Grantee currently to recognize income for U.S. federal income tax purposes in an amount equal to the excess (if any) of the FMV of the award (determined as of the date of the
award) over the Purchase Price (if any), which excess will be subject to U.S. federal income tax. If the Grantee wishes to make such an election, the Grantee must notify the Company in advance in writing and must follow all procedures established by
the Company for such elections. 
 (e) Withholding Requirements. The Company may withhold any tax (or other governmental
obligation) arising out of the grant, vesting or settlement of this award and/or the filing of a tax election as a condition to the grant, vesting or settlement of this award, and the Grantee shall make arrangements satisfactory to the Company to
enable it to satisfy all such withholding requirements. 
 Section 3. Certain Restrictions. The
following provisions shall apply to each Restricted Share until such Restricted Share vests in accordance with Section 4: 

(a) The Restricted Shares shall be issued in the name of the Grantee in book entry form and such shares shall not be assigned, sold,
transferred or otherwise be subject to alienation by the Grantee or the Grantee’s spouse. 
 (b) All Restricted Share
Dividends, all Cash Dividends and all new, substituted or additional securities or other property (“Additional Property”), shall be subject to the same restrictions as the Restricted Shares to which such Restricted Share Dividend,
Cash Dividend or Additional Property relates and will be held in custody by the Company on the same terms as such Restricted Shares. 
 (c) The holder of such Restricted Shares shall have no liquidation rights with respect thereto. 
 (d) In the event that the Grantee’s employment with the Company or the applicable Subsidiary thereof is terminated by the Company (or the applicable Subsidiary thereof) for Cause or by the Grantee
without Good Reason, all then unvested Restricted Shares (and all Restricted Share Dividends, Cash Dividends and Additional Property related to such unvested Restricted Shares) shall be forfeited, and all of the Grantee’s rights, or the rights
of any spouse of such Grantee, to such unvested Restricted Shares (and such Restricted Share Dividends, Cash Dividends and Additional Property) shall terminate and all unvested Restricted Shares shall be redeemed and cancelled by the Company without
consideration. 
 (e) In the event that the Grantee’s employment with the Company or the applicable Subsidiary thereof
terminates for any reason other than as provided in Section 3(d), the vesting of unvested Restricted Shares shall be governed by 

  
 Attachment A-2









 
paragraph (b) or (c) of Annex 2 and all unvested Restricted Shares as of the date of such termination which do not become vested as a result of the application of such
paragraph (b) or (c) shall be forfeited by the Grantee and redeemed and cancelled by the Company without consideration. 
 Section 4. Vesting of Restricted Shares.  
 (a)
Vesting. Subject to the provisions of this Agreement, the Restricted Shares shall vest in accordance with the provisions of Annex 2. 
 (b) Effect of Vesting. Subject to the provisions of this Agreement, upon the vesting of any Restricted Shares: 

(i) the restrictions referred to in Section 3 shall cease to exist with respect to such Restricted Shares;

 (ii) the Company will cause a certificate or certificates to be issued and delivered or, where applicable,
appropriate book entry measures to be taken for the number of Restricted Shares which have so vested, and the number of shares represented by the Restricted Share Dividends, if any, paid with respect to such Restricted Shares; and 

(iii) the Company will cause to be delivered to the Grantee any Cash Dividends or Additional Property with respect to such
vested Restricted Shares that are held in the custody of the Company. 
 (c) Fully paid. All Restricted Shares delivered
pursuant to Section 4(b)(ii) shall, unless otherwise specified by the Company at the date of grant, be issued fully paid up to the nominal value of the Restricted Shares and no further money shall be due and owing in respect of the issue of the
Restricted Shares. Any money required to pay up such Restricted Shares may be received by the Company from a Subsidiary, except where this would otherwise be prohibited by section 60 of the Irish Companies Act 1963. 

Section 5. Adjustment of Shares. 
 In the event of a Recapitalization, the terms of this award (including, without limitation, the number and kind of ordinary shares subject to this award) shall be adjusted as set forth in
Section 14(a) of the Plan. In the event that the Company is a party to a merger or consolidation, this award shall be subject to the agreement of merger or consolidation, as provided in Section 14(b) of the Plan. 

Section 6. Miscellaneous Provisions. 

(a) No Rights to Additional Awards or Retention. This award is a one-time discretionary award and nothing in this award or in the
Plan shall confer upon the Grantee any claim to be granted future or additional awards under the 

  
 Attachment A-3









 
Plan. The terms and conditions of this award need not be the same as with respect to other recipients of awards under the Plan. Nothing in this award or in the Plan shall confer upon the Grantee
any right to continue in Service or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary employing the Grantee), which rights are hereby expressly reserved by the Company, to terminate the Grantee’s
Service at any time and for any reason, with or without Cause, and free from liability or any claim under the Plan unless otherwise expressly provided in the Plan or herein or in any other agreement binding the parties. 

(b) Notices. Except as otherwise expressly provided herein, all notices, requests and other communications under this Agreement
shall be in writing and shall be delivered in person (by courier or otherwise), mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission, as follows: 

If to the Company, to: 
 c/o Warner Chilcott (US), LLC 
 100 Enterprise Drive 

Rockaway, NJ 07866 
 Attention: General Counsel 
 Facsimile: (973) 442-3283 

If to the Grantee, to the address that he or she most recently provided to the Company, or, in each case, at such other address or fax
number as such party may hereafter specify for the purpose of notices hereunder by written notice to the other party hereto. All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if
received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the
place of receipt. Any notice, request or other written communication sent by facsimile transmission shall be confirmed by certified or registered mail, return receipt requested, posted within one Business Day, or by personal delivery, whether by
courier or otherwise, made within two Business Days after the date of such facsimile transmissions; provided that such confirmation mailing or delivery shall not affect the date of receipt, which will be the date that the facsimile
successfully transmitted the notice, request or other communication. 
 (c) Entire Agreement. This Agreement and the Plan
and any other agreements referred to herein and therein and any annexes, attachments and other documents referred to herein or therein, constitute the entire agreement and understanding among the parties hereto in respect of the subject matter
hereof and thereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, among the parties hereto, or between any of them, with respect to
the subject matter hereof and thereof. 

  
 Attachment A-4









 (d) Amendment; Waiver. No amendment or modification of any provision of this
Agreement shall be effective unless signed in writing by or on behalf of the Company and the Grantee, except that the Company may amend or modify the Agreement without the Grantee’s consent in accordance with the provisions of the Plan or as
otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature. Any amendment or modification of or to
any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. 

(e) Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall
be assignable by the Grantee. 
 (f) Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to
the benefit of and be binding upon the Company and the Grantee and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the
Company and the Grantee, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 

(g) Governing Law, Venue. All issues concerning the construction, validity and interpretation of this Agreement, and the rights
and obligations of the parties hereunder, shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed entirely within such state, without regard to the conflicts of laws rules
of such state. Any legal action or proceeding with respect to this Agreement shall be brought in the courts of the United States for the Southern District of New York, and, by delivery and acceptance of this Agreement, each party hereby irrevocably
accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of such courts. Each party irrevocably waives any objection which it may now or hereafter have to the laying of venue of the aforesaid
actions or proceedings arising out of or in connection with this Agreement in the courts referred to in this paragraph and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding
brought in any such court has been brought in an inconvenient forum. 
 (h) Waiver of Jury Trial. The Grantee
hereby irrevocably waives all right of trial by jury in any legal action or proceeding (including counterclaims) relating to or arising out of or in connection with this Agreement or any of the transactions or relationships hereby contemplated or
otherwise in connection with the enforcement of any rights or obligations hereunder. 

  
 Attachment A-5









 (i) Interpretation. Unless otherwise expressly provided, for purposes of this
Agreement, the following rules of interpretation apply: 
 Headings. The division of this Agreement into
Sections and other subdivisions and the insertion of headings are for convenience of reference only and do not alter the meaning of, or affect the construction or interpretation of, this Agreement. 

Section References. All references in this Agreement to any “Section” are to the corresponding Section of
this Agreement. 
 (j) Severability. If any provision of this Agreement is invalid, illegal, or incapable of being
enforced by any law, all other provisions of this Agreement remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. If any
provision of this Agreement is held to be invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order
that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. 
 (k)
Grantee Undertaking. The Grantee agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on
either the Grantee or upon the Restricted Shares pursuant to the provisions of this Agreement. 
 (l) Plan. The Grantee
acknowledges and understands that material definitions and provisions concerning the Restricted Shares and the Grantee’s rights and obligations with respect thereto are set forth in the Plan. The Grantee has read carefully, and understands, the
provisions of such document. 
 Section 7. Definitions. 

(a) “Affiliate” means, with respect to any Person, any other Person who, directly or indirectly, controls such first
Person or is controlled by said Person or is under common control with said Person, where “control” means the power and ability to direct, directly or indirectly, or share equally in or cause the direction of, the management and/or
policies of a Person, whether through ownership of voting shares or other equivalent interests of the controlled Person, by contract (including proxy) or otherwise. 

  
 Attachment A-6









 (b) “Business Day” means any day except a Saturday, Sunday or other day on
which applicable law authorizes or requires the closure of commercial banks in (i) Dublin, Ireland, (ii) New York City or, if applicable, (iii) the place in which notices, requests or other communications are received or sent by the
Grantee. 
 (c) “Cause” has the meaning ascribed to such term in the Grantee’s employment or severance
agreement, or if such Grantee is not a party to an employment or severance agreement or “Cause” is not defined therein, “Cause” means: 

(i) the conviction of such Grantee of a felony or comparable crime under applicable local law (other than a violation of a
motor vehicle or moving violation law) or conviction of such Grantee of a misdemeanor if such misdemeanor involves moral turpitude; or 
 (ii) voluntary engagement by such Grantee in conduct constituting larceny, embezzlement, conversion or any other act involving the misappropriation of any funds of the Company or any of its Subsidiaries
in the course of such Grantee’s employment; or 
 (iii) the willful refusal (following written notice) by
such Grantee to carry out specific directions of (A) the Company or (B) any of the Company’s Subsidiaries with which such Grantee is employed or of which such Grantee is an officer, which directions are consistent with such
Grantee’s duties to the Company or any of the Company’s Subsidiaries, as the case may be; or 
 (iv)
the material violation by such Grantee of any material provision of any employment, severance or related agreement to which Grantee is a party (other than for reasons related only to the business performance of the Company or business results
achieved by such Grantee); or 
 (v) the commission by such Grantee of any act of gross negligence or intentional
misconduct in the performance of such Grantee’s duties as an employee of the Company or any of its Subsidiaries. 
 For
purposes of this definition, no act or failure to act on such Grantee’s part shall be considered to be Cause if done, or omitted to be done, by such Grantee in good faith and with the reasonable belief that the action or omission was in the
best interest of the Company or any of the Company’s Subsidiaries with which such Grantee is employed or of which such Grantee is an officer, as the case may be. 

  
 Attachment A-7









 (d) “Change in Control” has the meaning ascribed to such term in the Plan.

 (e) “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the regulations
promulgated thereunder. 
 (f) “Disability” has the meaning ascribed to such term in the Grantee’s
employment or severance agreement, or if such Grantee is not a party to an employment or severance agreement or “Disability” is not defined therein, “Disability” has the meaning specified in any long-term disability
insurance policy maintained by the Company. 
 (g) “Employee” means any individual who is a common-law employee
of the Company or a Subsidiary thereof. 
 (h) “FMV,” with respect to a Restricted Share, means the closing
price of an ordinary share as reported on the composite tape of the Nasdaq Global Market or any reporting system selected by the Board on the relevant dates or, if no sale of ordinary shares is reported for that date, on the date or dates that the
Board determines in its sole discretion, to be appropriate for purposes of the valuation. Such determination shall be conclusive and binding on all persons. 
 (i) “Good Reason,” with respect to any Grantee who is an employee of the Company or any of its Subsidiaries, has the meaning ascribed to such term in such Grantee’s employment or
severance agreement or, if such Grantee is not a party to an employment or severance agreement or “Good Reason” is not defined therein, “Good Reason” means: 

(i) the assignment to the Grantee of duties materially inconsistent with such person’s position (including status,
offices, titles and reporting requirements) or any other action by the Company or any of its Subsidiaries which results in a diminution of such person’s position, authority, duties or responsibilities, or 

(ii) the Company or any of its Subsidiaries requiring the Grantee to be based at any office or location other than the
office or location for which such person was hired; 
 provided, that any event described in clauses (i) or (ii) above shall
constitute Good Reason only if the Company or its relevant Subsidiary fails to cure such event within 30 days after such company’s receipt from the Grantee of written notice of the event which constitutes Good Reason; provided further,
that Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or such person’s knowledge thereof, unless such person has given the Company or its relevant Subsidiary written notice thereof prior to
such date. 

  
 Attachment A-8









 (j) “Person” means an individual, corporation, limited liability company,
partnership, association, trust or other entity or organization. 
 (k) “Purchase Price” means the price, if
any, paid by the Grantee for the Restricted Shares. 
 (l) “Service” means service as an Employee. 

(m) “Subsidiary” means, with respect to any specified Person, any other Person in which such specified Person, directly
or indirectly through one or more Affiliates or otherwise, beneficially owns at least 50% of either the ownership interest (determined by equity or economic interests) in, or the voting control of, such other Person. 

  
 Attachment A-9









 ANNEX 1 
 Additional Terms and Conditions of the Restricted Share Award Agreement 

for Awards Outside the United States 
 This Annex 1 includes additional terms and conditions that govern the Restricted Shares granted in the countries identified below. These terms are general in nature and based on the securities, tax
and other laws in effect as of February 2010. Such laws are often complex and subject to frequent change. As such, the Company strongly recommends that you do not rely on this summary as your only source of information relating to the consequences
of your Restricted Share Award and participation in the Plan and further that you consult your personal tax or legal advisors for advice as to how the laws in your country apply to your situation. Finally, note that if you are a citizen or resident
of a country other than the one in which you are working, additional requirements, other than those described herein, may be applicable to you. 

All Restricted Share Awards Outside the United States. For awards of Restricted Shares to Grantees outside the United States, the following
additional terms apply: 
  

	A.	Nature of Award. 

  

	 	i.	The Restricted Shares are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered for the Company or any Affiliate and
which are outside the scope of the Grantee’s employment contract, if any; 

  

	 	ii.	The Restricted Shares are not intended to replace any pension rights or compensation; 


 

	 	iii.	The Restricted Shares are not part of fixed, normal or expected compensation, salary or terms of employment for any purposes, including, without limitation, calculating
any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or
relating in any way to, past services for the Company, any Subsidiary employing the Grantee or any Affiliate thereof; and 

  

	 	iv.	Nothing in this Agreement or the Plan shall confer or otherwise give rise to any acquired rights and the Grantee’s acceptance and acknowledgment of this award
shall constitute a waiver of any and all claims to the contrary. 


  
 Annex 1-1










	B.	Section 4 of the Agreement is amended to include the following additional subsection at the end thereof: 


“(d) No Acquired Rights. In the event of termination of the Grantee’s employment (whether or not in
breach of local labor laws), the Grantee’s right to vest in the Restricted Shares under the Plan, if any, will, except as expressly provided in this Agreement or in the Plan, terminate effective as of the date that the Grantee is no longer
actively employed and will not be extended by any notice period (e.g., a period of “garden leave”) mandated under local law. In consideration of the award, the Grantee irrevocably releases the Company (and any Subsidiary employing the
Grantee) and any Affiliate thereof from any claim or entitlement to compensation or damages arising from forfeiture of the Restricted Shares resulting from termination of the Grantee’s employment.” 

 

	C.	Data Privacy. 

 The
Grantee hereby explicitly consents to the collection, processing, transmission and storage, in any form whatsoever, of any data of a professional or personal nature described in this Agreement, the Plan and any other grant materials by and among as
applicable, the Company, a Subsidiary employing the Grantee or any Affiliates thereof that is necessary, in the discretion of the Company, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan. The
Company may share such information with any party located in the United States or elsewhere, including any trustee, registrar, administrative agent, broker, stock plan service provider or any other person assisting the Company with the
implementation, administration, and management of this Restricted Share Award and the Plan. The Grantee thus authorizes the Company and its Affiliates and any possible recipients described herein to receive, possess, use, retain and transfer the
data in electronic or other form, for the sole purpose described herein. The Grantee understands that he or she may refuse or withdraw such consent or authorization without cost by contacting his or her local human resources representative;
provided, however, that the Grantee understands that such refusal or withdrawal may affect his or her ability to participate in the Plan. 

  
 Annex 1-2









 Italy 
 Section 6(b) of the Agreement is amended in the case of notices, requests and other communications to the Company under the Agreement by deletion of the address for the Company in Section 6(b)
and the replacement thereof as follows: 
 If to the Company, to: 

Warner Chilcott Italy S.r.l. 
 c/o Warner Chilcott (US), LLC 
 100 Enterprise Drive 

Rockaway, NJ 07866 
 Attention: General Counsel 
 Facsimile: +001 (973) 442-3283 

Puerto Rico 

Section 6(b) of the Agreement is amended in the case of notices, requests and other communications to the Company under the Agreement
by deletion of the address for the Company in Section 6(b) and the replacement thereof as follows: 
 If to the Company,
to: 
 Warner Chilcott Company, LLC 
 c/o Warner Chilcott (US), LLC 
 100 Enterprise Drive 

Rockaway, NJ 07866 
 Attention: General Counsel 
 Facsimile: +001 (973) 442-3283 

United Kingdom 
  

	 	i.	Section 2(d) of the Agreement is replaced in its entirety and the following provision applies in lieu thereof: 


“(d) Section 431(1) Election. If the Grantee chooses, the Grantee may make an election under
Section 431(1) of the Income Tax (Earnings and Pensions) Act 2003, which would cause the Grantee currently to recognize income for income tax purposes in an amount equal to the excess (if any) of the FMV of the award (determined as of the date
of the award) over the Purchase Price (if any), which excess will be subject to income tax and National Insurance contributions. If the Grantee wishes to make such an election, the Grantee must notify the Company in advance in writing and must
follow all procedures established by the Company for such elections.” 

  
 Annex 1-3










	ii.	Section 6(b) of the Agreement is amended in the case of notices, requests and other communications to the Company under the Agreement by deletion of the address
for the Company in Section 6(b) and the replacement thereof as follows: 

 If to the Company, to: 

Warner Chilcott UK Limited 
 Warner Chilcott Pharmaceuticals UK Limited 
 c/o Warner Chilcott (US), LLC

 100 Enterprise Drive 
 Rockaway, NJ 07866 
 Attention: General Counsel 

Facsimile: +001 (973) 442-3283 

  
 Annex 1-4









 ANNEX 2 
 VESTING OF RESTRICTED SHARES 
 Subject to the terms set forth in the Agreement and the
Plan, the Restricted Shares vest as follows: 
 (a) Subject to paragraphs (b) and (c) of this Annex 2, the
Restricted Shares shall vest as follows: 
 (i) 25% of the Restricted Shares shall vest on the first anniversary
of the Grant Date; 
 (ii) 25% of the Restricted Shares shall vest on the second anniversary of the Grant Date;

 (iii) 25% of the Restricted Shares shall vest on the third anniversary of the Grant Date; and 

(iv) 25% of the Restricted Shares shall vest on the fourth anniversary of the Grant Date 

(the first, second, third and fourth anniversary of the Grant Date each a “Vesting Date”). 

(b) If the Grantee’s employment with the Company or one of its Subsidiaries is terminated at any time due to death or Disability or,
other than within one year after a Change in Control, by the employer without Cause or by the Grantee for Good Reason (the date of such termination of employment, the “Termination Date”) at a time when such Grantee holds outstanding
unvested Restricted Shares, then: 
 (i) 50% of the Restricted Shares that were otherwise eligible to vest on the
Vesting Date immediately following the Termination Date, shall vest on the Termination Date; and 
 (ii) any
outstanding Restricted Shares that do not vest in accordance with this paragraph (b) shall be forfeited and cancelled as of the Termination Date. 
 (c) Upon a Change in Control, Restricted Shares will remain eligible to vest in accordance with paragraphs (a) and (b) of this Annex 2; provided, however, that notwithstanding the
foregoing provisions of this Annex 2, in accordance with Section 5(b)(iii) of the Plan, in the event that the Grantee’s employment is terminated by the Company or one of its Subsidiaries without Cause or by the Grantee for Good
Reason, in either case within one year after the Change in Control, all of such Grantee’s then outstanding unvested Restricted Shares shall vest and be non-forfeitable as of the date of such termination. 

  
 Annex 2-1