EXHIBIT 10.24

 

EXECUTIVE RSU AGREEMENT

 

<Participant Full Name>

 

Dear <Participant First Name>

 

Congratulations, you have been awarded restricted stock units (“RSUs”) in recognition of your contributions to the success of HMS Holdings Corp. (the “Company”) and its Affiliates.  A restricted stock unit entitles you to receive a share of the Company’s common stock at a future date, assuming that you satisfy conditions of the Company’s Fourth Amended and Restated 2006 Stock Plan (the “Plan”) and the implementing agreement.  We would like you to have an opportunity to share in the continued success of the Company through these RSUs under the Plan.  The following represents a brief description of your grant.  Additional details regarding your award are provided in the attached Restricted Stock Unit Agreement (the “Grant Agreement”) and in the Plan.

 

Restricted Stock Unit Grant Summary:

 

	
Date of Grant
    	
 
    	
February 27, 2013
    
	
RSU Shares
    	
 
    	
<Number of Shares Granted>
    
	
Vesting Schedule
    	
 
    	
Provided the Company achieves the 2013 Performance   Conditions set forth on Exhibit A to this Grant Agreement, the   RSU Shares shall vest as follows:  



One-quarter of the RSU Shares on the second   anniversary of the Date of Grant (or                      shares) and an additional one-quarter on the three following anniversaries of   that date. Each of those dates is a “Vesting Date.”
    


 

·                  You have been granted RSUs for Shares of the Company’s common stock for the total number of Shares specified under “RSU Shares” in the chart above.

 

·                  The potential value of your RSUs increases if the price of the Company’s stock increases, but you also have to continue to provide services to the Company (except as the Grant Agreement provides) to actually receive such value.  Of course, the value of the stock may go up and down over time.

 

·                  You will not receive the Shares represented by the RSUs unless and until the RSUs vest.  Your RSUs vest as provided in the chart above under “Vesting,” assuming you remain an employee of the Company and subject to the terms in the Grant Agreement.

 

·                  Once you have received the Shares, you will own them and may decide whether to hold the stock, sell the stock or give the stock to someone as a gift.

 

You can access the Merrill Lynch portal updates and information: https://www29.benefits.ml.com/login/login.aspx.  Please email IR@hms.com  with any questions.

 











 

HMS HOLDINGS CORP.

RESTRICTED STOCK UNIT GRANT AGREEMENT FOR EXECUTIVES

 

HMS Holdings Corp. (the “Company”) has granted you restricted stock units (the “RSUs”) under the HMS Holdings Corp. Fourth Amended and Restated 2006 Stock Plan (as it may be amended from time to time) (the “Plan”).  Each RSU lets you receive a Share (an “RSU Share”) of the Company’s common stock, upon satisfaction of the conditions to receipt.

 

The individualized communication you received (the “Cover Letter”) provides the details for your RSUs.  It specifies the number of RSU Shares, the Date of Grant, and the schedule for vesting, with the related vesting dates (“Vesting Dates”).

 

The RSUs are subject in all respects to the applicable provisions of the Plan.  This Grant Agreement does not cover all of the rules that apply to the RSUs under the Plan; please refer to the Plan document.  Capitalized terms are defined either further below in this grant agreement (the “Grant Agreement”) or in the Plan.

 

The Plan document is available on the Merrill Lynch website.  The Prospectus for the Plan, the Company’s S-8, Annual Report on Form 10-K, and other filings the Company makes with the Securities and Exchange Commission are available for your review under the Investor Relations tab on the Company’s web site.  You may also obtain paper copies of these documents upon request to the Company’s Investor Relations department (IR@HMS.com).

 

Neither the Company nor anyone else is making any representations or promises regarding the duration of your service, vesting of the RSUs, the value of the Company’s stock or of these RSUs, or the Company’s prospects.  The Company is not providing any advice regarding tax consequences to you or regarding your decisions regarding the RSUs; you agree to rely only upon your own personal advisors.

 

NO ONE MAY SELL, TRANSFER, OR DISTRIBUTE THE RSUS OR THE SECURITIES THAT MAY BE RECEIVED UNDER THEM WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO HMS HOLDINGS CORP. OR OTHER INFORMATION AND REPRESENTATIONS SATISFACTORY TO IT THAT SUCH REGISTRATION IS NOT REQUIRED.

 

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In addition to the Plan’s terms and restrictions, the following terms and restrictions apply:

 

	
Vesting
   Schedule
    	
 
    	
Your   RSUs become nonforfeitable (“Vested”)   as provided in the Cover Letter to this Grant Agreement, assuming that   through each Vesting Date, (i) if you received the RSUs in your capacity as an   employee of the Company, you continue in service as an employee or   (ii) if you received the RSUs in your capacity as a member of the   Company’s Board, you continue in service as a member of the Company’s Board. Any   fractional shares will be carried forward to the following Vesting Date,   unless the Committee selects a different treatment. For purposes of this   Grant Agreement, employment with the Company will include employment with any   Affiliate whose employees are then eligible to receive Awards under the Plan.   Unless the Committee determines otherwise, if an entity employing you ceases   to be an Affiliate, your employment with the Company will be treated as ended   even though you continue to be employed by that entity.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Vesting will accelerate fully on your disability or death, including   with respect to the Performance RSU Shares (as defined below). For this   purpose, “disability” means permanent   and total disability as defined by Section 22(e)(3) of the Code.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
If your employment or service ends as a result of Retirement, you   will be treated as continuing in service for vesting purposes until the   earlier to occur of (x) the second anniversary of your Retirement and   (y) the last of the applicable Vesting Dates. “Retirement”   for this purpose means cessation of employment or service on or after   attaining age 60 and completing five years of service with the Company.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Change in
   Control
    	
 
    	
If   a Change in Control occurs, your RSUs will be treated as provided in Section 11 of the Plan if, within 24   months following the Change in Control, your employment or service ends on   (i) a termination without cause (as determined by the Committee or the   Board) or (ii) Retirement.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Termination   for
   Cause
    	
 
    	
If   the Company terminates your employment or service for cause, the RSUs will immediately   terminate without regard to whether they are then Vested in whole or in part.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Distribution Date
    	
 
    	
Subject to any overriding provisions in the Plan,   you will receive a distribution of the Shares equivalent to your Vested RSU   Shares as soon as practicable following the date(s) on which you become   Vested (with the actual date being the “Distribution Date”) and, in any event, no later than   30 days following an applicable Vesting Date, unless the Committee determines   that you may make a timely deferral election to defer distribution to a later   date and you have made such an election (in which case the deferred date will   be the “Distribution Date”).
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Vesting   that accelerates after a Change in Control will only accelerate the   Distribution Date if and to the extent permitted under Section 409A of   the Code.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Restrictions
   and
   Forfeiture
    	
 
    	
You   may not sell, assign, pledge, encumber, or otherwise transfer any interest (“Transfer”) in the   RSU Shares until the RSU Shares are distributed to you. Any attempted   Transfer that precedes the Distribution Date is invalid.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Unless   the Committee determines otherwise or the Grant Agreement provides otherwise,   if your employment or service with the Company terminates for any reason   before your RSUs are Vested, then you will forfeit the unvested RSUs 
    


 

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(and   the Shares to which they relate) to the extent that the RSUs do not otherwise   vest as a result of the termination, pursuant to the rules in the Vesting Schedule section. The forfeited RSUs will then   immediately revert to the Company. You will receive no payment for the RSUs   if you forfeit them.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Taxes and
   Withholding
    	
 
    	
The RSUs provide tax deferral, meaning that the   RSU Shares are not taxable until you actually receive the RSU Shares on or   around the Distribution Date. You will then owe taxes at ordinary income tax   rates as of the Distribution Date at the Shares’ value. If you are an   employee of the Company, you may owe FICA and HI (Social Security and   Medicare) taxes before the Distribution Date.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Issuing   the Shares under the RSUs is contingent on satisfaction of all obligations   with respect to required tax or other required withholdings (for example, in   the U.S., Federal, state, and local taxes). The Company may take any action   permitted under Section 14(c) of the Plan to satisfy such   obligation, including satisfying the tax obligations by (i) reducing the   number of RSU Shares to be issued to you by that number of RSU Shares (valued   at their Fair Market Value on the date of distribution) that would equal all   taxes required to be withheld (at their minimum withholding levels),   (ii) accepting payment of the withholdings from a broker in connection   with a sale of the RSU Shares or directly from you, or (iii) taking any other   action under Section 14(c) of the Plan. If a fractional share   remains after deduction for required withholding, the Company will pay you   the value of the fraction in cash.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Compliance
   with Law
    	
 
    	
The   Company will not issue the RSU Shares if doing so would violate any applicable   Federal or state securities laws or other laws or regulations. You may not   sell or otherwise dispose of the RSU Shares in violation of applicable law.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Additional
   Conditions
   to Receipt
    	
 
    	
The   Company may postpone issuing and delivering any RSU Shares for so long as the   Company determines to be advisable to satisfy the following:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
its   completing or amending any securities registration or qualification of the   RSU Shares or its or your satisfying any   exemption from registration under any Federal or state law, rule, or   regulation;
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
its   receiving proof it considers satisfactory that a person seeking to receive   the RSU Shares after your death is entitled to do so;
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
your   complying with any requests for representations under the Plan; and
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
your   complying with any Federal, state, or local tax withholding obligations.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Additional
   Representations
   from You
    	
 
    	
If   the vesting provisions of the RSUs are satisfied and you are entitled to   receive RSU Shares at a time when the Company does not have a current   registration statement (generally on Form S-8) under the Securities Act   of 1933 (the “Act”) that covers issuances   of shares to you, you must comply with the following before the Company will   issue the RSU Shares to you. You must —
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
represent   to the Company, in a manner satisfactory to the Company’s counsel, that you   are acquiring the RSU Shares for your own account and not with a view to   reselling or distributing the RSU Shares; and 
    


 

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agree   that you will not sell, transfer, or otherwise dispose of the RSU Shares   unless:

 

a   registration statement under the Act is effective at the time of disposition   with respect to the RSU Shares you propose to sell, transfer, or otherwise   dispose of; or
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
the   Company has received an opinion of counsel or other information and   representations it considers satisfactory to the effect that, because of   Rule 144 under the Act or otherwise, no registration under the Act is   required.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
No   Effect on
   Employment
   or Other
   Relationship
    	
 
    	
Nothing   in this Grant Agreement restricts the Company’s rights or those of any of its   Affiliates to terminate your employment or other relationship at any time and   for any or no reason. The termination of employment or other relationship, whether   by the Company or any of its Affiliates or otherwise, and regardless of the   reason for such termination, has the consequences provided for under the Plan   and any applicable employment or severance agreement or plan.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Limited Status
    	
 
    	
You   understand and agree that the Company will not consider you a shareholder for   any purpose with respect to the RSU Shares, unless and until the RSU Shares   have been issued to you on the Distribution Date. You will not receive   dividends with respect to the RSUs, but the Company will credit additional   whole or fractional RSUs to this Grant equal to the result of dividing   (i) the product of the total number of RSUs credited to you under this   Grant on the record date for such dividend (and not yet distributed in   Shares) and the per share amount of such dividend by (ii) the Fair   Market Value of one Share on the date such dividend is paid by the Company to   shareholders. The additional RSUs will be or become Vested to the same extent   as the RSUs that resulted in the crediting of such additional Units and may   be paid out in cash or Shares under the timing rules provided in   Section 8(e) of the Plan.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Voting
    	
 
    	
You   may not vote the RSUs. You may not vote the RSU Shares unless and until the   Shares are distributed to you.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
No   Effect on
   Running Business
    	
 
    	
You   understand and agree that the existence of the RSUs will not affect in any way   the right or power of the Company or its shareholders to make or authorize   any adjustments, recapitalizations, reorganizations, or other changes in the   Company’s capital structure or its business, or any merger or consolidation   of the Company, or any issuance of bonds, debentures, preferred or other   stock, with preference ahead of or convertible into, or otherwise affecting   the Company’s common stock or the rights thereof, or the dissolution or   liquidation of the Company, or any sale or transfer of all or any part of its   assets or business, or any other corporate act or proceeding, whether or not   of a similar character to those described above.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Section 409A
    	
 
    	
The   RSUs are intended to comply with the requirements of Section 409A and   must be construed consistently with that section. Notwithstanding anything in   the Plan or this Grant Agreement to the contrary, if the RSUs Vest in   connection with your “separation from service” within the meaning of   Section 409A, as determined by the Company), and if (x) you are then a “specified employee” within the   meaning of Section 409A at the time of such separation from service 
    


 

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(as   determined by the Company, by which determination you agree you are bound)   and (y) the distribution of RSU Shares under such RSUs will result in   the imposition of additional tax under Section 409A if distributed to   you within the six month period following your separation from service, then   the distribution under such accelerated RSUs will not be made until the   earlier of (i) the date six months and one day following the date of   your separation from service or (ii) the 10th day after your date of death. Neither the   Company nor you shall have the right to accelerate or defer the delivery of   any such RSU Shares or benefits except to the extent specifically permitted   or required by Section 409A. In no event may the Company or you defer   the delivery of the RSU Shares beyond the date specified in the Distribution Date section, unless such deferral complies   in all respects with Treasury Regulation   Section 1.409A-2(b) related to subsequent changes in the time or   form of payment of nonqualified deferred compensation arrangements, or any   successor regulation. In any event, the   Company makes no representations or warranty and shall have no liability to   you or any other person, if any provisions of or distributions under this   Grant Agreement are determined to constitute deferred compensation subject to   Section 409A but not to satisfy the conditions of that section.
    
	
 
    	
 
    	
 
    
	
Unsecured
   Creditor
    	
 
    	
The   RSUs create a contractual obligation on the part of the Company to make a   distribution of the RSU Shares at the time provided for in this Grant   Agreement. Neither you nor any other party claiming an interest in deferred   compensation hereunder shall have any interest whatsoever in any specific   assets of the Company. Your right to receive distributions hereunder is that   of an unsecured general creditor of Company.
    
	
 
    	
 
    	
 
    
	
Governing   Law
    	
 
    	
The   laws of the State of New York will govern all matters relating to the RSUs,   without regard to the principles of conflict of laws.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Restrictive
   Covenants
   Clawback
    	
 
    	
If the Board or the Committee determines, in its   sole discretion, that you violated or are violating any of the   Restrictive Covenants set forth below under the section titled “Restrictive   Covenants,” the RSUs will immediately terminate without regard to whether   they are then Vested in whole or in part. In addition, the Board or the   Committee may, in its sole discretion, require from you payment or transfer to the Company of the   Gain from the RSUs, where the “Gain”   consists of the greatest of (i) the value of the RSU Shares on the   applicable Distribution Date on which you received them within the Recovery   Measurement Period, (ii) the value of the RSU Shares received during the   Recovery Measurement Period, as determined on the date of the request by the   Committee to pay or transfer, (iii) the gross (before tax) proceeds you   received from any sale of the RSU Shares during the Recovery Measurement   Period, and (iv) if transferred without sale during the Recovery   Measurement Period, the value of the RSU Shares when so transferred. The “Recovery Measurement Period”   means the 12 months before the date of the determination of violation. The   provisions in this section are essential economic conditions to the Company’s   grant of RSUs to you. By receiving the grant of RSUs hereunder, you agree   that the Company may deduct from any amounts it owes you from time to time   (such as any severance or other payments owed following a termination of   employment, as well as any other amounts owed to you by the Company, as   permitted by applicable law) to the extent of any amounts you owe the Company   under this Restrictive Covenants Clawback   section.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
You acknowledge that you would not be receiving   the RSUs described herein but for your agreement to comply with the   Restrictive Covenants. Likewise, you
    


 

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acknowledge that you would be unjustly enriched if   you violate the Restrictive Covenants, while being able to retain some or all   of the RSUs or the gain associated with them. Furthermore, you acknowledge   and agree that the damages for your breach of the Restrictive Covenants are   not subject to calculation and that the remedies set forth in this Restrictive Covenants Clawback section,   therefore, will only reimburse the Company for a portion of the damage done.   For this reason, the Company shall be entitled to recover from you any and   all damages Company has suffered and, in addition, Company will be entitled   to injunctive relief. The parties agree that the forfeiture of the RSUs and   payments described in this section are expressly not Company’s exclusive or   sole remedy.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
This remedy is in addition to any other remedies   that the Company may have available in law or equity with respect to breaches   of the Restrictive Covenants below. It is also in addition to, and not in   substitution for, any other clawback policies that may be adopted from time   to time, including any required by Federal law, such as under   Section 304 of the Sarbanes-Oxley Act of 2002 or the Dodd-Frank Wall   Street Reform and Consumer Protection Act.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Payment is due in cash or cash equivalents within   10 days after the Board or the Committee provides notice to you that it is   enforcing this clawback. Payment will be calculated on a gross basis, without   reduction for taxes or commissions. The Company may, but is not required to,   accept retransfer of shares in lieu of cash payments.
    
	
 
    	
 
    	
 
    
	
Restrictive
   Covenants
    	
 
    	
 
    	
In consideration of the terms of this RSU award   and your access to Proprietary Information (as defined below), you agree to   the Restrictive Covenants set forth below.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Confidential Information 
    	
You have or will be given access to and provided   with sensitive, confidential, proprietary and/or trade secret information   (collectively, “Proprietary   Information”) in the course of your employment. Examples of   Proprietary Information include inventions, new product or marketing plans,   business strategies and plans, merger and acquisition targets, financial and   pricing information, software of the Company in various stages of   development, including computer programs in source code and binary code form,   software designs, specifications, programming aids (including “library   subroutines” and productivity tools), programming languages, interfaces,   visual displays, technical documentation, user manuals, data files and   databases of the Company, analytical models, customer/client lists and   information, and supplier and vendor lists and information. You agree not to   disclose or use Proprietary Information, either during or after your   employment with the Company, except as necessary to perform your duties or as   the Company may consent in writing.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Non-competition and Non-solicitation 
    	
You   agree that while the Company employs you and for a period of 12 months after   your employment ends for any reason, you will not directly or indirectly (whether   as an owner, partner, officer, employee, director, investor, lender,   consultant, independent contractor or otherwise) do any of the following:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(i)                                     Compete.   In the geographical area where the Company does business or, at the   time your employment ends,
    
					


 

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plans   to do business, you will not engage or assist others in engaging in any   business or enterprise that competes with the Company’s business, including   any business or enterprise that develops, designs, produces, manufactures,   markets, licenses, sells, renders, or provides any product or service that   competes with any product or service actually or planned to be developed,   designed, produced, manufactured, marketed, licensed, sold, rendered, or   provided by the Company while you are or were employed by the Company;   provided that your passive ownership of not more than 1% of the outstanding   stock of a publicly-held company will not, by itself, violate this provision.   For purposes of this Grant Agreement, you agree that the Company does   business throughout and plans to do business throughout the United States;
    
	
 
    	
 
    
	
 
    	
(ii)                                  Solicit   Clients, Customers, or Accounts. You will not, either   alone or in association with others, actually or attempt to solicit, divert,   or take away the business or patronage of any of the Company’s clients,   customers, or accounts, or prospective clients, customers, or accounts, that   the Company contacted, solicited, or served while you were employed by the   Company or about which you have Proprietary Information, provided that this   provision does not prevent you from soliciting clients, customers, or   accounts (if you are not using Proprietary Information to do so) for purposes   that are not in actual or potential competition with the Company;
    
	
 
    	
 
    
	
 
    	
(iii)                               Solicit   or Hire Company Employees and Independent Contractors. You will   not, either alone or in association with others, actually or attempt to   (x) solicit, recruit or induce any Company employee or independent   contractor to leave the Company’s service or (y) solicit, recruit, hire,   or engage as an employee or independent contractor any individual whom the   Company employed or engaged at any time while you were employed by the   Company, except for an individual whose employment or other service   relationship with the Company ended at least six months before the date of   your action; and/or 
    
	
 
    	
 
    
	
 
    	
(iv)                              Disclose   or Utilize Product Development. You will not, either   alone or in association with others, disclose to, or utilize for the benefit   of, any entity other than the Company, any systems or product development   ideas, concepts, or strategies that you or others in communication with you   explored, generated, initiated, or discussed for potential implementation   during your employment with the Company, even if the Company has not   implemented such ideas, concepts, or strategies by the time your employment   with the Company ends.
    
	
 
    	
 
    
	
 
    	
For   the purposes of subsection (ii) “Solicit Clients,   Customers, or Accounts”, the terms “customer,” “client,” or “account”   as applied to governmental agencies will mean the agency or department for   which any of the products or services of the Company are sold or performed   during the applicable period, any related program office, and any agency,   department, or office that succeeds to the functions of any agency,   department, or office to which the Company then provides or within the   preceding 12 months provided goods or services (to the extent that the   successor replaces part or all of the customer or client to which the Company   provided goods or services).
    


 

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General
    	
To   the extent that you and the Company agree at any time to enter into separate   agreements containing restrictive covenants with different or inconsistent terms   than those contained herein, you and the Company acknowledge and agree that   such different or inconsistent terms shall not in any way affect or have   relevance to the Restrictive Covenants contained herein, and the terms of   these Restrictive Covenants do not supersede or amend any others currently or   in the future in place.
    
	
 
    	
 
    
	
 
    	
By   accepting this RSU award, you agree that the provisions of this Restrictive   Covenants section (and the related Restrictive Covenants Clawback section)   are reasonable and necessary to protect the legitimate interests of the   Company.
    
	
 
    
	
Notices  
    	
Any   notice you give to the Company must follow the procedures then in effect. If   no other procedures apply, you must send your notice in writing by hand or by   mail to the office of the Company’s Secretary (or to the Chair of the   Committee if you are then serving as the sole Secretary). If mailed, you   should address it to the Company’s Secretary (or the Chair of the Committee)   at the Company’s then corporate headquarters, unless the Company directs Plan   participants to send notices to another corporate department or to a third   party administrator or specifies another method of transmitting notice. The   Company and the Committee will address any notices to you using its standard   electronic communications methods or at your office or home address as   reflected on the Company’s personnel or other business records. You and the   Company may change the address for notice by like notice to the other, and   the Company can also change the address for notice by general announcements   to Plan participants.
    
	
 
    
	
Amendment   
    	
Subject   to any required action by the Committee or the shareholders of the Company,   the Company may cancel the RSUs and provide a new Award in its place,   provided that the Award so replaced will satisfy all of the requirements of   the Plan as of the date such new Award is made and no such action will   adversely affect the RSUs to the extent then Vested.
    
	
 
    
	
Plan   Governs
    	
Wherever   a conflict may arise between the terms of this Grant Agreement and the terms   of the Plan, the terms of the Plan will control. The Committee may adjust the   number of RSU Shares and other terms of the RSUs from time to time as the   Plan provides.
    
				


 

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EXHIBIT A

 

Performance Conditions

 

The Company must have positive operating income before taxes for the fiscal year ending December 31, 2013.

 

Whether the operating income requirement is achieved for a particular fiscal year will be treated as determined on the date that the Company files its Annual Report on Form 10-K for that year.

 

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