This Award is made in full and final satisfaction of the Company’s and its Affiliates’ obligations arising under Section 4(b)(ii) of the Employment Agreement with respect to the grant of the First / Second 2 Tranche Promotion Restricted Stock Award (as defined in Section 4(b)(ii) of the Employment Agreement). The Plan, the Grant Notice and this Agreement (including all Exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and its Affiliates and the Participant with respect to the subject matter hereof.