Chief Executive Officer Restricted Stock Unit Issuance Agreement



 Exhibit 10.27 
 RESTRICTED STOCK UNIT ISSUANCE AGREEMENT 
 AMENDED AND RESTATED EFFECTIVE OCTOBER 22, 2008 

 RECITALS 
 A. The Board has
adopted the Plan for the purpose of retaining the services of selected Employees of the Corporation (or any Parent or Subsidiary). 
 B.
Participant is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s issuance of an
equity incentive award under the Plan designed to retain Participant’s continued service. 
 C. The Board previously made an Award of
Restricted Stock Units to Participant on January 30, 2008, and that Award is evidenced by a Restricted Stock Unit Issuance Agreement between the Corporation and Participant dated that same date. 
 D. The Corporation and Participant wish to execute this Amended and Restated Agreement solely for the purpose of bringing the Restricted Stock Unit
Issuance Agreement into documentary compliance with the final Treasury Regulations under Section 409A of the Code, effective October 22, 2008. 
 E. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix A. 
 NOW,
THEREFORE, it is hereby agreed as follows: 
 1. Grant of Restricted Stock Units. 
 (a) The Corporation hereby awards to the Participant, as of the Award Date indicated below, Restricted Stock Units under the Plan.
However, this award of the Restricted Stock Units is subject to the approval by the Corporation’s shareholders of the January 30, 2008 amendment and restatement of the Corporation’s Long-Term Incentive Plan. If such shareholder
approval is not obtained at the 2008 Annual Shareholders Meeting, then this award and this Agreement shall become null and void, the Restricted Stock Units shall be cancelled, and the Participant shall cease to have any right or entitlement to
receive any Shares under those cancelled units. 
 (b) Should such shareholder approval be obtained, then this award shall
continue in full force and effect, and except as otherwise provided in this Agreement, the Restricted Stock Units shall vest upon the attainment of a pre-established performance objective tied to total shareholder return measured over a specified
period, provided the Participant continues in Service through the completion date of that measurement period. Each Restricted Stock Unit which so vests shall entitle the Participant to receive one share of Common Stock on 








 
the specified issuance date. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable performance target for the
vesting of those shares, the alternative and special vesting provisions which may become applicable to such shares, the date on which the vested shares shall become issuable to Participant and the remaining terms and conditions governing the award
(the “Award”) shall be as set forth in this Agreement. 
 AWARD SUMMARY 
  

			
	Award Date:	  	January 30, 2008
		
	 Number of Shares
 Subject to
Award:
	  	7,000 shares of Common Stock (“the Shares”)
		
	Vesting Schedule:	  	The Shares shall vest upon the attainment of the Performance Objective set forth in attached Schedule I, provided the Participant continues in Service through the completion of the
Measurement Period (the “Normal Vesting Schedule”). However, the Shares may also vest in accordance with the alternative vesting provisions of Paragraph 4 of this Agreement and the special vesting provisions of Paragraph 6 of this
Agreement. In no event shall any Shares vest or become issuable under this Agreement unless the requisite shareholder approval under Paragraph 1(a) is obtained.
		
	Issuance Schedule:	  	The Shares in which the Participant vests in accordance with the Normal Vesting Schedule will become issuable on January 15, 2011 (the “Issuance Date”). The actual issuance of the
Shares shall be subject to the Corporation’s collection of all applicable Withholding Taxes and shall be effected on the Issuance Date or as soon as administratively practicable thereafter, but in no event later than the close of the calendar
year in which such Issuance Date occurs. The Shares which vest pursuant to Paragraph 4 or Paragraph 6 of this Agreement shall be issued in accordance with the provisions of the applicable Paragraph. The procedures pursuant to which the applicable
Withholding Taxes are to be collected are set forth in Paragraph 8 of this Agreement.

 2. Limited Transferability. Prior to actual receipt of the Shares which vest and
become issuable hereunder, the Participant may not transfer any interest in the Award or the underlying Shares. Any Shares which vest hereunder but which otherwise remain unissued at the time of the Participant’s death may be transferred
pursuant to the provisions of the Participant’s will or the laws of inheritance or to the Participant’s designated beneficiary or beneficiaries of this Award. The Participant may also direct the Corporation to re-issue the stock
certificates for any Shares which in fact vest and become issuable under the Award during his or her lifetime to one or more designated family members or a trust established for the Participant and/or his or her family members. The Participant may
make such a beneficiary designation or certificate directive at any time by filing the appropriate form with the Plan Administrator or its designee. 
  

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 3. Cessation of Service. Except as otherwise provided in Paragraph 4 below, should the
Participant cease Service for any reason prior to the completion of the Measurement Period, then the Restricted Stock Units subject to this Award shall be immediately cancelled, and the Participant shall cease to have any right or entitlement to
receive any Shares under those cancelled units. 
 4. Alternative Vesting. 
 (a) Should the Participant cease Employee status by reason of death or Permanent Disability prior to December 31, 2010, then all the
Restricted Stock Units, together with the underlying Shares, shall immediately vest. The vested Shares shall be issued on the date of the Participant’s Separation from Service due to such cessation of Employee status or as soon as
administratively practicable thereafter, subject to the Corporation’s collection of the applicable Withholding Taxes, but in no event later than the close of the calendar year in which such Separation from Service occurs or (if later) the
fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. 
 (b)
Except to the extent otherwise provided in Paragraph 6, should either of the following events occur prior to the completion of the Measurement Period: (i) the Participant’s resignation from Employee status for Good Reason or (ii) the
Corporation’s termination of the Participant’s Employee status other than for Good Cause, then the Participant shall vest in all the Restricted Stock Units, together with the underlying Shares, if the Performance Objective for the
Measurement Period is subsequently attained. Should the Participant so vest in the Shares, then those Shares shall be issued on the January 15, 2011 Issuance Date or as soon as administratively practicable thereafter, subject to the
Corporation’s collection of the applicable Withholding Taxes, but in no event later than the close of the calendar year in which such Issuance Date occurs. 
 5. Stockholder Rights. The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until the Participant becomes
the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. 
 6. Change of Control. 
 (a) Any Restricted Stock Units subject to this Award at the time of a Change
in Control may be assumed by the successor entity or otherwise continued in full force and effect or may be replaced with a cash retention program of the successor entity which preserves the Fair Market Value of the underlying Shares at the time of
the Change in Control and provides for the subsequent vesting and payout of that value in accordance with the provisions of this Paragraph 6(a). No accelerated vesting of the Restricted Stock Units or the underlying Shares shall occur in the event
of such assumption or continuation of the Award or such replacement of the Award with a cash retention program. However, the vesting provisions in effect for the Award following the Change in Control shall no longer be tied to the attainment of the
Performance Objective set forth in Schedule I and shall instead be converted into the following Service-vesting schedule: 
 (i) The Award (whether in its assumed or continued form or as converted into a cash retention program) shall vest in full upon the Participant’s continuation in Service through December 31, 2010. Following the completion of such
Service vesting period, the securities, cash or other property underlying the vested Award shall be issued on the normal January 15, 2011 Issuance Date or as soon as administratively practicable thereafter, subject to the Corporation’s
collection of the applicable Withholding Taxes, but in no event later than the close of the calendar year in which such Issuance Date occurs. 
  

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 (ii) Should the Participant cease Employee status prior to December 31, 2010 by
reason of death or Permanent Disability, then the Award shall immediately vest in full, and the securities, cash or other property underlying the Award shall be distributed on the date of the Participant’s Separation from Service due to his
death or Permanent Disability or as soon as administratively practicable thereafter, subject to the Corporation’s collection of the applicable Withholding Taxes, but in no event later than the close of the calendar year in which such Separation
from Service occurs or (if later) the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. 
 (iii) Should either of the following events occur within twenty-four (24) months after the effective date of such Change in Control but prior to December 31, 2010: (A) the Participant’s resignation
from Employee status for Good Reason or (B) the Corporation’s termination of the Participant’s Employee status other than for Good Cause, then the Award shall immediately vest in full, and the securities, cash or other property
underlying the Award shall be distributed on the scheduled January 15, 2011 Issuance Date or as soon as administratively practicable thereafter, subject to the Corporation’s collection of the applicable Withholding Taxes, but in no event
later than the close of the calendar year in which such Issuance Date occurs. 
 (b) In the event the Award is assumed or
otherwise continued in effect, the Restricted Stock Units subject to the Award will be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into which the Shares subject to those
units immediately prior to the Change in Control would have been converted in consummation of that Change in Control had those Shares actually been issued and outstanding at that time. To the extent the actual holders of the outstanding Common Stock
receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of the Stock Units subject to the Award at that time, substitute one or more
shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in the Change in Control transaction, provided such shares are registered under the federal securities laws and readily
tradable on an established securities exchange. 
  

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 (c) If the Restricted Stock Units subject to this Award at the time of the Change in
Control are not so assumed or otherwise continued in effect or replaced with a cash retention program under Paragraph 4(a), then those units will vest immediately prior to the closing of the Change in Control. The Shares subject to those vested
units shall be converted into the right to receive the same consideration per share of Common Stock payable to the other stockholders of the Corporation in consummation of that Change in Control, and such consideration shall be distributed to
Participant on the tenth (10th) business day following the earlier of (i) the January 15, 2011 Issuance Date or (ii) the first date following the Change in Control on which the distribution can be made without
contravention of any applicable provisions of Code Section 409A. Such distribution shall be subject to the Corporation’s collection of the applicable Withholding Taxes pursuant to the provisions of Paragraph 8. 
 (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 
 7. Adjustment in Shares. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction, extraordinary dividend or
distribution or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, or should the value of outstanding shares of Common Stock be substantially reduced as a result of a spin-off
transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization, then equitable adjustments shall be made by the Plan Administrator to the total number and/or class of securities
issuable pursuant to this Award in order to reflect such change and thereby prevent a dilution or enlargement of benefits hereunder. The determination of the Plan Administrator shall be final, binding and conclusive. In the event of a Change in
Control, the adjustments (if any) shall be made in accordance with the provisions of Paragraph 6. 
 8. Issuance of Shares of Common
Stock/Collection of Withholding Taxes. 
 (a) On the Issuance Date (or any earlier date on which the Shares are to be
issued in accordance with the terms of this Agreement), the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of shares of Common Stock, subject, however, to the
Corporation’s collection of the applicable Withholding Taxes. 
 (b) The Corporation shall collect the applicable
Withholding Taxes with respect to the vested Shares issued hereunder through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such issuance, a portion of the Shares with a Fair Market Value
(measured as of the applicable issuance date) equal to the amount of those taxes; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax
withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that 

  

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are applicable to supplemental taxable income. In the event payment is made in a form other than the Shares, the Corporation shall collect from the
Participant the applicable Withholding Taxes pursuant to such procedures as the Corporation deems appropriate under the circumstances. 
 (c) Notwithstanding the foregoing provisions of Paragraph 8(b), the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the
Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly,
to the extent the applicable issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest, the Participant shall, on or
before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those
Shares or other amounts. The provisions of this Paragraph 8(c) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). 
 (d) Except as otherwise provided in Paragraph 6(c) and Paragraph 8(b), the settlement of all Restricted Stock Units which vest under the
Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded
down to the next whole share in order to avoid the issuance of a fractional share. 
 9. Deferred Issue Date. Notwithstanding
any provision to the contrary in this Agreement, no Shares or other amounts which become issuable or distributable by reason of Participant’s Separation from Service shall actually be issued or distributed to Participant prior to the
earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from
Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code
Section 409A arrangements of the Corporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued
or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Corporation receives proof
of Participant’s death. 
  

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 10. Compliance with Laws and Regulations. The issuance of shares of Common Stock pursuant
to the Award shall be subject to compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Common Stock may be listed for trading at
the time of such issuance. 
 11. Benefit Limit. The benefit limitation of this Paragraph 10 shall apply
only to the extent Participant is not otherwise entitled to a Code Section 4999 tax gross-up, pursuant to the terms of the Corporation’s Executive Severance Plan, with respect to the Shares that vest on an accelerated basis in connection
with a Change in Control or subsequent cessation of Employee status: 
 In the event the vesting and issuance of the Shares
subject to this Award would otherwise constitute a parachute payment under Code Section 280G, then the vesting and issuance of those Shares shall be subject to reduction to the extent necessary to assure that the number of Shares which vest and
are issued under this Award will be limited to the greater of (i) the number of Shares which can vest and be issued without triggering a parachute payment under Code Section 280G or (ii) the maximum number of Shares
which can vest and be issued under this Award so as to provide the Participant with the greatest after-tax amount of such vested and issued Shares after taking into account any excise tax the Participant may incur under Code Section 4999 with
respect to those Shares and any other benefits or payments to which the Participant may be entitled in connection with any change in control or ownership of the Corporation or the subsequent termination of the Participant’s Service. 

12. Notices. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and
addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated below Participant’s signature line on this
Agreement. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 
 13. Successors and Assigns. Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant’s assigns, the legal representatives, heirs and legatees of Participant’s estate and any beneficiaries of the Award designated by
Participant. 
 14. Construction. This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and
are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an
interest in the Award. 
  

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 15. Governing Law. The interpretation, performance and enforcement of this Agreement shall
be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules. 
 16. Employment at
Will. Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent
or Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s Service at any time for any reason, with or without cause. 
 IN WITNESS WHEREOF, the parties have executed this Amended and Restated Agreement on the respective dates indicated below. 
  

			
		 	SJW CORP.
		
	By:	 	  

		 	 David A. Green, Chief Financial Officer
 and Treasurer


		
	Dated:	 	                                       
 , 2008
		
		 	W. Richard Roth
		
	Signature:	 	  

		
	Address:	 	  

		
		 	  

		
	Dated:	 	                                       
 , 2008


  

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 APPENDIX A  
 DEFINITIONS 
 The following definitions shall be in effect under the Agreement: 
 A. Agreement shall mean this Restricted Stock Unit Issuance Agreement. 
 B. Award shall mean the award of Restricted Stock Units made to the Participant pursuant to the terms of this Agreement. 
 C. Award Date shall mean the date the Restricted Stock Units are awarded to Participant pursuant to the Agreement and shall be the date
indicated in Paragraph 1 of the Agreement. 
 D. Board shall mean the Corporation’s Board of Directors. 
 E. Change in Control shall mean any change in control or ownership of the Corporation which occurs by reason of one or more of the
following events: 
 (i) the acquisition, directly or indirectly by any person or related group of persons (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act), other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under control with, the Corporation or an employee benefit plan maintained by any such
entity, of beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of securities of the Corporation which, when added to other acquisitions effected by such person or related group during the twelve (12)-month period ending with the most
recent acquisition, represent thirty-five percent (35%) or more of the total combined voting power of the Corporation’s then-outstanding securities; 
 (ii) a merger, recapitalization, consolidation, or other similar transaction to which the Corporation is a party, unless securities
representing more than 50% of the combined voting power of the then-outstanding securities of the surviving entity or a parent thereof are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by
the persons who beneficially owned the Corporation’s outstanding voting securities immediately before the transaction; 
 (iii) a sale, transfer or disposition of all or substantially all of the Corporation’s assets, unless securities representing at least 50% of the combined voting power of the then-outstanding securities of the entity acquiring the
Corporation’s assets or parent thereof are immediately thereafter beneficially 

  

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owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Corporation’s outstanding voting
securities immediately before the transaction; 
 (iv) a merger, recapitalization, consolidation, or other transaction to
which the Corporation is a party or the sale, transfer, or other disposition of all or substantially all of the Corporation’s assets if, in either case, the members of the Board immediately prior to consummation of the transaction do not, upon
consummation of the transaction, constitute at least a majority of the board of directors of the surviving entity or the entity acquiring the Corporation’s assets, as the case may be, or a parent thereof (for this purpose, any change in the
composition of the board of directors that is anticipated or pursuant to an understanding or agreement in connection with a transaction will be deemed to have occurred at the time of the transaction, provided such change occurs within twelve
(12) months after the effective date of the transaction); or 
 (v) a change in the composition of the Board over a
period of twelve (12) consecutive months or less such that a majority of the Board members ceases by reason of one or more contested elections for Board membership, to be comprised of individuals who either (a) have been Board members
since the beginning of such period or (b) have been elected or nominated for election as Board members during such period by at least a majority of the Board members who were described in clause (a) or who were previously so elected or
approved and who were still in office at the time the Board approved such election or nomination; 
 provided that no Change in Control shall
occur if the result of the transaction is to give more ownership or control of the Corporation to any person or related group of persons who hold securities representing thirty-five percent (35%) or more of the combined voting power of the
Corporation’s outstanding securities as of March 3, 2003. 
 F. Code shall mean the Internal Revenue Code of 1986, as
amended. 
 G. Common Stock shall mean shares of the Corporation’s common stock. 
 H. Corporation shall mean SJW Corp., a California corporation, and any successor corporation to all or substantially all of the assets or
voting stock of SJW Corp. which shall by appropriate action adopt the Plan and/or assume the Award. 
 I. Employee shall mean
an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance: provided, however,
that solely for purposes of determining whether Participant has incurred a Separation from Service, the term “Employee” shall have the meaning assigned to such term in the Separation from Service definition set forth in this
Appendix. 
  

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 J. Fair Market Value per share of Common Stock on any relevant date shall be the closing
selling price per share on the date in question on the Stock Exchange on which the Common Stock is at that time primarily traded, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported sale
of Common Stock on such Stock Exchange on the date in question, then the Fair Market Value shall be the closing selling price on the exchange on the last preceding date for which such quotation exists. 
 K. Good Cause shall be deemed to exist if, and only if: (i) Participant engages in acts or omissions that result in substantial harm
to the business or property of the Corporation or any Parent or Subsidiary and that constitute dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or (ii) Participant is convicted of a criminal violation involving
fraud or dishonesty. 
 L. Good Reason shall mean the occurrence of any of the following events without Participant’s
express written consent: (i) his removal from any of the following positions: President and Chief Executive Officer of the Corporation, President and Chief Executive Officer of San Jose Water Company and President and Chief Executive Officer of
SJW Land Company, or any other significant change in the nature or the scope of his authority or overall working environment; (ii) the assignment to Participant of duties materially inconsistent with his duties, responsibilities and status as
President and Chief Executive Officer of the Corporation, President and Chief Executive Officer of San Jose Water Company and President and Chief Executive Officer of SJW Land Company; (iii) a reduction in Participant’s rate of base salary
or target annual bonus, other than a reduction in an amount not in excess of fifteen percent (15%) of either his base salary or the sum of his base salary and target annual bonus pursuant to a uniform reduction in the base salary or target
bonus payable to all senior executives of the Corporation to which Participant and the Executive Compensation Committee have mutually agreed and which occurs prior to a Change in Control; (iv) a change by the Corporation by fifty-five
(55) miles or more of the principal location at which Participant is required to perform Participant’s services hereunder or (v) a material breach by the Corporation of any of its obligations under its employment agreement with the
Participant dated January 1, 2003 (or any successor agreement) which remains uncured for more than thirty (30) days following Participant’s written notice to the Board in which Participant specifically identifies the material breach
which has occurred. 
 M. Measurement Period shall mean the period over which the Performance Objective is to be measured. That
period shall be the three (3)-year period measured from January 1, 2008 to December 31, 2010. 
 N. 1934 Act shall
mean the Securities Exchange Act of 1934, as amended from time to time. 
  

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 O. Participant shall mean the person to whom the Award is made pursuant to the Agreement.

 P. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain. 
 Q. Performance Objective shall mean the attainment of the total shareholder return
objective set forth in attached Schedule I, as calculated over the specified Measurement Period. 
 R. Permanent Disability
shall mean the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve
(12) months or more. 
 S. Plan shall mean the Corporation’s Long-Term Incentive Plan. 
 T. Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.

 U. Restricted Stock Unit shall mean each unit subject to this Award which shall entitle the Participant to receive one share
of Common Stock under the Plan at a designated time following the vesting of that unit. 
 V. Separation from Service shall
mean the Participant’s cessation of Employee status by reason of his or her death, retirement or termination of employment. The Participant shall be deemed to have terminated employment for such purpose at such time as the level of his or her
bona fide services to be performed as an Employee (or as a consultant or independent contractor) permanently decreases to a level that is not more than twenty percent (20%) of the average level of services he or she rendered as an Employee
during the immediately preceding thirty-six (36) months (or such shorter period for which he or she may have rendered such services). Solely for purposes of determining when a Separation from Service occurs, Participant will be deemed to
continue in “Employee” status for so long as he or she remains in the employ of one or more members of the Employer Group, subject to the control and direction of the employer entity as to both the work to be performed and the manner and
method of performance. “Employer Group” means the Corporation and any Parent or Subsidiary and any other corporation or business controlled by, controlling or under common control with, the Corporation, as determined in accordance with
Sections 414(b) and (c) of the Code and the Treasury Regulations thereunder, except that in applying Sections 1563(1), (2) and (3) for purposes of determining the controlled group of corporations under Section 414(b), the phrase
“at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in such sections and in applying Section 

  

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1.414(c)-2 of the Treasury Regulations for purposes of determining trades or businesses that are under common control for purposes of Section 414(c),
the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in Section 1.4.14(c)-2 of the Treasury Regulations. Any such determination as to Separation from Service,
however, shall be made in accordance with the applicable standards of the Treasury Regulations issued under Section 409A of the Code. 
 W. Service shall mean the Participant’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board of directors or a consultant or
independent advisor. For purposes of this Agreement, Participant shall be deemed to cease Service immediately upon the occurrence of the either of the following events: (i) Participant no longer performs services in any of the foregoing
capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though Participant may subsequently continue to
perform services for that entity. Service as an Employee shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Corporation; provided, however, that the
following special provisions shall be in effect for any such leave: 
 - Should the period of such leave (other than a
disability leave) exceed six (6) months, then Participant shall be deemed to cease Service and to incur a Separation from Service upon the expiration of the initial six (6)- month period of that leave, unless Participant retains a right to
re-employment under applicable law or by contract with the Corporation (or any Parent or Subsidiary). 
 - Should the period
of a disability leave exceed twenty-nine (29) months, then Participant shall be deemed to cease Service and to incur a Separation from Service upon the expiration of the initial twenty-nine (29)-month period of that leave, unless Participant
retains a right to re-employment under applicable law or by contract with the Corporation (or any Parent or Subsidiary). For such purpose, a disability leave shall be a leave of absence due to any medically determinable physical or mental impairment
that can be expected to result in death or to last for a continuous period of not less than six (6) months and causes Participant to be unable to perform the duties of his or her position of employment with the Corporation (or any Parent or
Subsidiary) or any substantially similar position of employment. 
 - Except to the extent otherwise required by law or
expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves of absence, no Service credit shall be given for vesting purposes for any period Participant is on a leave of absence. 
 X. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global Select Market or the New York Stock Exchange.

  

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 Y. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain
of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. 
 Z. Withholding Taxes shall mean (i) the
employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the shares of Common Stock (or any other property) under the Award and any phantom dividend equivalents
relating to those shares and (ii) the federal, state and local income taxes required to be withheld by the Corporation in connection with the issuance of those vested shares (or any other property) and the distribution of any phantom dividend
equivalents relating to such shares. 
  

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 SCHEDULE I 
 PERFORMANCE OBJECTIVE 
 The performance objective which must be attained for all the Restricted Stock Units to vest
shall be the realization of a total return to the Corporation’s shareholders for the three (3)-year period measured from January 1, 2008 to December 31, 2010 (the “Measurement Period”) of at least eight percent (8%) per
year, compounded annually. Such total shareholder return shall be measured as follows: 
 first, the base value of the Common
Stock at the January 1, 2008 start of the Measurement Period shall be determined by averaging the closing selling prices per share of such Common Stock over the days in December 2007 on which the Common Stock was traded; 
 then, the ending value of the Common Stock on the December 31, 2010 close of the Measurement Period shall be determined by averaging
the closing selling prices per share of Common Stock for the days in December 2010 on which the Common Stock is traded, 
 then,
there shall be determined the dollar amount by which the ending value of the Common Stock as so determined exceeds the base value of the Common Stock as determined above (the “Increase in Value”); 
 then, an additional dollar amount (the “Additional Value”) shall be calculated by multiplying (i) the number of shares of
Common Stock (including fractional shares) which could have been purchased during the period from January 1, 2008 to December 31, 2010 had the cash dividend paid per share of Common Stock during that period been immediately re-invested in
Common Stock at the closing selling price per share on each such dividend payment date by (ii) the average of the closing selling prices per share of Common Stock for the days in December 2010 on which the Common stock is traded; and

 finally, the Increase in Value calculated above shall be added to the Additional Value, and the resulting dollar amount
shall then be expressed as a percentage of the base value of the Common Stock calculated at the start of the Measurement Period. 
 If the resulting
percentage obtained from the foregoing calculation yields a total shareholder return of at least eight percent (8%) per year, compounded annually, then the Performance Objective shall be deemed to have been attained. 
 The foregoing formula shall be appropriately adjusted to reflect any stock dividends, stock splits, exchange of shares, spin-off transaction, extraordinary dividend or
distribution, combination of shares, recapitalization or other similar transaction affecting the outstanding shares of Common Stock without the Corporation’s receipt of consideration. 
  

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