8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2014

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33963	26-1344998
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1750 Tysons Boulevard

Suite 1400

McLean, VA 22102

(703) 287-7400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Performance Share Program

On February 27, 2014, the Performance Compensation Subcommittee of the Compensation Committee of the Board of Directors (the “Committee”) of Iridium Communications Inc. (the “Company”) approved grants under the Performance Share Program (the “Program”), which provides for the grant of restricted stock units (“Awards”) under the terms of the Company’s 2012 Equity Incentive Plan (the “Plan”). The Compensation Committee established the Program to (i) focus key employees on achieving specific performance targets, (ii) reinforce a team-oriented approach, (iii) provide significant award potential for achieving outstanding performance, and (iv) enhance the ability of the Company to attract and retain highly talented and competent individuals. The Program provides that the Committee may grant Awards (referred to as “Maximum Awards”) to designated key employees, with each such Maximum Award representing a specified maximum number of shares of common stock that may ultimately be earned by each such employee under the Award. The Maximum Award is calculated by reference to the target award value (the “Target Award”). The Program contemplates that the Committee may establish criteria for determining the number of shares ultimately awarded (the “Actual Awards”), including (a) one or more performance goals of the type enumerated in the Plan that are calculated in a manner that would allow for deductibility under Section 162(m) of the Internal Revenue Code (“162(m) Performance Goals”), the satisfaction of which is a condition to some or all of the Maximum Award being earned, (b) other performance goals that may or may not be of the type specifically enumerated in the Plan which may form the basis for a determination by the Committee to reduce the award to the participant (“Other Performance Goals”), and (c) the performance period over which attainment of the 162(m) Performance Goals and Other Performance Goals is determined (the “Performance Period”). The Program also contemplates that the Committee may establish a vesting period over which the respective key employee must remain employed by the Company following the Performance Period in order to earn the shares underlying his or her Actual Award.

On February 27, 2014, the Committee approved Awards under the Program to be granted on March 1, 2014 to the Company’s principal executive officer, principal financial officer and other named executive officers, designated a 162(m) Performance Goal, an Other Performance Goal and a Performance Period related to such Awards and specified a vesting schedule for the Awards. These Awards specified a Target Award (and the related Maximum Award) for each of these executives as set forth in the following table. The Awards were approved with a specified dollar value and will be converted to an equivalent number of shares of common stock based on the closing price of the common stock on the grant date, rounded down to the nearest whole share.

Officer	Title	Target Award ($)		Maximum Award ($)
Matthew J. Desch	Chief Executive Officer		550,000		825,000
Thomas J. Fitzpatrick	Chief Financial Officer and Chief Administrative Officer		175,000		262,500
S. Scott Smith	Chief Operating Officer		175,000		262,500
Thomas D. Hickey	Chief Legal Officer		150,000		225,000
Bryan Hartin	Executive Vice President Sales and Marketing		150,000		225,000

The Actual Awards for each executive will be based on the level of achievement of the 162(m) Performance Goal, which is the growth of the Company’s average service revenue for 2014 and 2015, calculated in accordance with generally accepted accounting principles (“GAAP”), over the service revenue that was reported by the Company for 2013. The Actual Awards will be reduced to zero if the Company fails to achieve the Other Performance Goal specified by the Committee, which is the achievement of a specified average OEBITDA margin for 2014 and 2015. “OEBITDA margin” is OEBITDA expressed as a percentage of revenue. “OEBITDA” is defined as earnings before interest, income taxes, depreciation and amortization, Iridium NEXT revenue and expenses (for periods prior to the deployment of Iridium NEXT), stock-based compensation expenses and the impact of purchase accounting.

The Actual Award will vest as to 50% of the underlying shares when the Committee determines the Company’s level of achievement of the 162(m) Performance Goal and the Other Performance Goal, which would occur in the first quarter of 2016, and as to the remaining 50% on March 1, 2017, subject to continuous employment of the participant through such dates. If a change in control of the Company occurs before the date the Committee determines the Company’s level of achievement of the Performance Goal and Other Performance Goal, each participant will be credited with an Actual Award equal to the participant’s Target Award, and the Actual Award will remain subject to the same time-based vesting schedule with the first vesting date being March 1, 2016. Actual Awards and any shares issued thereunder are subject to recoupment from participants in accordance with any clawback policy that the Company is required to adopt pursuant to applicable laws.

The description of the Program contained herein is a summary of its material terms, does not purport to be complete and is qualified in its entirety by reference to the Program and the Plan. A copy of the Performance Share Program is filed as Exhibit 10.1 and incorporated herein by reference. A copy of the form of Performance Share Award Grant Notice and Performance Share Award Agreement for use in connection with grants under the Program is filed as Exhibit 10.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
10.1	Performance Share Program established under the Iridium Communications Inc. 2012 Equity Incentive Plan
10.2	Form of Performance Share Award Grant Notice and Performance Share Award Agreement for use in connection with the Performance Share Program established under the Iridium Communications Inc. 2012 Stock Incentive Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IRIDIUM COMMUNICATIONS INC.
Date: March 3, 2014	By:	/s/ Matthew J. Desch
	Name:	Matthew J. Desch
	Title:	Chief Executive Officer

EX-10.1

Exhibit 10.1

IRIDIUM COMMUNICATIONS INC.

2012 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE PROGRAM

ADOPTED: FEBRUARY 21, 2013

1. Purpose. The Iridium Communications Inc. Performance Share Program (the “Program”), established under the Iridium Communications Inc. 2012 Equity Incentive Plan (the “2012 Plan”), is intended to provide equity incentive compensation to individuals who make a significant contribution to the performance of Iridium Communications Inc. (the “Company”). Program objectives are to: (i) focus key Employees on achieving specific performance targets; (ii) reinforce a team-oriented approach; (iii) provide significant award potential for achieving outstanding performance; and (iv) enhance the ability of the Company to attract and retain highly talented and competent individuals.

2. Definitions.

Defined terms not explicitly defined in this Program but defined in the 2012 Plan will have the same definitions as in the 2012 Plan.

(a) “Actual Award” means the number of Shares ultimately credited to a Designated Participant under the Program at the end of a Performance Period based on achievement of applicable Performance Goals and Other Performance Goals, which may be subject to a subsequent additional vesting period set forth in the Award Agreement approved for use by the Committee under the Program.

(b) “Board” means the Board of Directors of the Company.

(c) “Certification Date” means the date on which the Committee certifies whether the Performance Goals for a particular Performance Period have been met and whether any reductions in the Maximum Awards should be made on account of the degree of achievement of the Other Performance Goals. Absent extraordinary circumstances that delay the finalization of the Company’s audited financial statements for the Performance Period beyond March 14 of the year following the close of such Performance Period, the Certification Date will be no later than March 15 of the year following the close of the Performance Period.

(d) “Committee” means the Compensation Committee of the Board (or subcommittee thereof), or such other committee of the Board (including, without limitation, the full Board) to which the Board has delegated power to act under or pursuant to the provisions of the 2012 Plan; provided, however, that for purposes of administering the 2012 Plan with respect to Designated Participants who are or may be deemed “covered employees” (as defined for purposes of Section 162(m) of the Code), the “Committee” will be composed solely of two or more members of the Board, each of whom is an “outside director” for purposes of Section 162(m) of the Code.

(e) “Disability” means, with respect to a Designated Participant, the inability of such Designated Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as provided in Section 22(e)(3) and 409A(a)(2)(C)(i) of the Code.

(f) “Designated Participant” means a key Employee of the Company or any other Affiliate who is designated by the Committee in writing to participate in the Program.

(g) “Employee” means any person treated as an employee (including an officer or a member of the Board who is also treated as an employee) in the records of the Company or an Affiliate.

(h) “Maximum Award” means a “restricted stock unit award” that covers the maximum number of Shares that may be credited to a Designated Participant under the Program in respect of a specified Performance Period if the applicable Performance Goals are achieved at the levels set by the Committee during the applicable Performance Period, if no exercise of negative discretion occurs as a result of the application of the Other Performance Goals, and if the Designated Participant continues to render service to the Company or any other Affiliate during the entire Performance Period, through the Certification Date and any subsequent vesting period thereafter.

(i) “Other Performance Goal” means a Performance Goal established by the Committee under the 2012 Plan that may or may not be based on one or more of the expressly specified Performance Criteria set forth in Section 13(mm) of the 2012 Plan.

(j) “Performance Goal” means a Performance Goal established by the Committee under the 2012 Plan that is based on one or more of the expressly specified Performance Criteria set forth in Section 13 (mm) of the 2012 Plan and that is calculated in a manner that would allow for deductibility under Section 162(m) of the Code.

(k) “Performance Period” means the period of time selected by the Committee over which the attainment of one or more Performance Goals and Other Performance Goals will be measured for the purpose of determining a Designated Participant’s right to an Actual Award. At the discretion of the Committee, a Performance Period may be divided into shorter periods (e.g., fiscal years of the Company) over which the attainment of one or more Performance Goals or Other Performance Goals will be measured.

(l) “Target Award” means the target number of Shares that would be credited to a Designated Participant under the Program in respect of the Performance Period if the Performance Goals are achieved at a target level specified by the Committee and the Other Performance Goals are achieved. The Maximum Award is calculated by reference to the Target Award.

3. How Awards Are Earned Under the Program.

(a) General Program Description. The Program provides the opportunity for certain key Employees to earn Shares based on the performance of the Company. In general, the Committee will select certain key Employees to participate in the Program at the beginning of the Performance Period. Upon selection to participate in the Program, each such Designated Participant will be granted a Maximum Award reflecting the maximum number of Shares that the Designated Participant will be eligible to earn and vest in as an Actual Award if (i) specified levels of applicable Performance Goals are achieved during the Performance Period, (ii) the Committee does not reduce the Maximum

Award on account of the degree of achievement of the Other Performance Goals, and (iii) the Designated Participant continues to be employed by the Company or any other Affiliate during the entire Performance Period and through the Certification Date and any subsequent additional vesting period. If the Committee does reduce the Maximum Award on account of the degree of achievement of applicable Other Performance Goals, the Actual Award for the Designated Participant will be the applicable portion (or none) of the Shares subject to the Maximum Award. If the specified minimum levels of the Performance Goals are not achieved during the Performance Period, the Designated Participant will forfeit his entire Maximum Award and not receive any Actual Award. The maximum number of Shares that a Designated Participant may receive as an Actual Award will in no event exceed the Maximum Award. As required by Section 3(d) of the 2012 Plan and in accordance with Section 162(m) of the Code, in no event may the Maximum Award for any Designated Participant granted during a calendar year exceed 3,000,000 Shares.

(b) Designated Participants. Each key Employee of the Company or any other Affiliate who is designated by the Committee in writing for participation in the Program for a particular Performance Period will be eligible for a Maximum Award (in a size determined by the Committee) with respect to such Performance Period. The Committee may designate a key Employee who commences service after the beginning of a particular Performance Period as eligible to receive a prorated Maximum Award for such Performance Period; provided, however, that notwithstanding the foregoing, with respect to any such key Employee who is a “covered employee” (as defined for purposes of Section 162(m) of the Code) who commences service after the Committee has established the Performance Goals for the Performance Period, the Committee must establish the Performance Goals and Maximum Award applicable to such key Employee in writing no later than ninety (90) days after such key Employee’s commencement of service (but in no event after twenty-five percent (25%) of the shortened Performance Period has elapsed), provided that the outcome of such Performance Goals is substantially uncertain at such time. The determination as to whether an individual is a Designated Participant will be made by the Committee, in its sole discretion, and such determination will be binding and conclusive on all persons.

No Employee will have any right to (i) be a Designated Participant in the Program in the current or any future year, (ii) continue as an Employee, or (iii) be granted a Maximum Award or Actual Award under the Program. The Company is not obligated to give uniform treatment (e.g., number of Shares subject to Maximum Awards) to Employees or Designated Participants under the Program. Participation in the Program as to a particular Performance Period does not convey any right to participate in the Program as to any other Performance Period.

(c) Performance Goals and Other Performance Goals. The Performance Goals and Other Performance Goals, if applicable, for a particular Performance Period, and their relative weights, will be determined by the Committee, in its sole discretion. The Committee also may establish, in its sole discretion, Performance Goals and Other Performance Goals for annual, quarterly or other periods within the applicable Performance Period. The Performance Goals and Other Performance Goals for a Performance Period or for shorter periods within a Performance Period are not required to be identical to the Performance Goals and Other Performance Goals for any other Performance Period or shorter period within a Performance Period. The Committee may establish Performance Goals and Other Performance Goals for the Company that differ from those established for one or more other Affiliates and may establish different Performance Goals and Other Performance Goals for each Designated Participant or for groups of Designated Participants.

4. Other Program Provisions.

(a) Distribution of Shares in Respect of Actual Awards. Assessment of actual performance, determination of Actual Awards and the distribution of Shares in respect of Actual Awards will be subject to (i) certification by the Committee that the applicable Performance Goals and other terms of the Program have been met, (ii) the Committee’s determination as to the appropriate reductions, if any, in the amounts of the Maximum Awards in arriving at the amounts of the Actual Awards, based on the levels of achievement of applicable Other Performance Goals, and (iii) the completion of any subsequent additional vesting period. Unless an Actual Award provides otherwise, Shares that are credited to a Designated Participant as an Actual Award will generally be distributed to the Designated Participant (or the Designated Participant’s heirs in the case of death) within 30 days following the applicable vesting date. Notwithstanding the foregoing, if the Company has provided a Designated Participant with a plan or program by which to defer distribution of such Shares and the Designated Participant has made an effective election to defer such distribution under such plan or program, such Shares will be distributed to the Designated Participant (or the Designated Participant’s heirs in the case of death) in accordance with such election. The Company may, but is not required to, withhold Shares otherwise deliverable to the Designated Participant in satisfaction of any federal, state or local tax withholding obligation relating to the delivery of Shares under the Actual Award, but the number of Shares so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income.

(b) Employment and Termination. In order to earn Shares in respect of an Actual Award under the Program, a Designated Participant must be employed by the Company or any other Affiliate during the entire Performance Period, through the Certification Date, and for any subsequent additional vesting period, except as otherwise provided under the terms of the applicable Award Agreement.

(c) No Employment or Service Rights. Nothing in the Program or any instrument executed or any Maximum Award or Actual Award granted pursuant to the Program will (i) confer upon any Employee or Designated Participant any right to continue to be retained in the employ or service of the Company or any other Affiliate, (ii) change the at-will employment relationship between the Company or any other Affiliate and an Employee or Designated Participant, or (iii) interfere with the right of the Company or any other Affiliate to discharge any Employee, Designated Participant or other person at any time, with or without cause, and with or without advance notice.

(d) Program Administration. The Committee will be responsible for all decisions and recommendations regarding Program administration and retains final authority regarding all aspects of Program administration, the resolution of any disputes, and application of the Program in any respect to a Designated Participant. All determinations and interpretations made by the Committee in good faith

will not be subject to review by any person and will be final, binding and conclusive on all persons. The Committee may, without notice, amend, suspend or terminate the Program; provided, however, that no such action may adversely affect any then outstanding Actual Award unless (i) expressly provided by the Committee and (ii) with the consent of the Designated Participant, unless such action is necessary to comply with any applicable law, regulation or rule or any applicable future law, regulation, interpretation, ruling, or judicial decision.

(e) Restricted Stock Units; Stockholder Rights. Awards granted under this Program are “restricted stock units”. As such, no Designated Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to a Maximum Award or an Actual Award (including, without limitation, the right to receive dividends) unless and until such Designated Participant has received an Actual Award under the Program, has vested in the Shares subject to the Actual Award and has received delivery of such Shares.

(f) Validity. If any provision of the Program is held invalid, void, or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provision of the Program.

(g) Governing Plan Document. The Program is subject to all the provisions of the 2012 Plan and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted by the Committee, the Board or the Company pursuant to the 2012 Plan. In the event of any conflict between the provisions of this Program and those of the 2012 Plan, the provisions of the 2012 Plan will control unless necessary for compliance with Section 162(m) of the Code.

(h) Recovery. Any amounts paid under this Program will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any plan of or agreement with the Company.

EX-10.2

Exhibit 10.2

IRIDIUM COMMUNICATIONS INC.

2012 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE PROGRAM

PERFORMANCE SHARE AWARD GRANT NOTICE

Iridium Communications Inc. (the “Company”), pursuant to its Performance Share Program (the “Program”) under its 2012 Equity Incentive Plan (the “Plan”) hereby awards to Participant the number of Restricted Stock Units (“RSUs”) set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Performance Share Award Grant Notice, the Performance Share Award Agreement (together with this Grant Notice, the “Agreement”), the Program and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined in the Agreement but defined in the Program or Plan will have the same definitions as in the Program or Plan, as applicable.

Participant:

Date of Grant:

Number of RSUs Subject to Target Award:

Number of RSUs Subject to Maximum Award:

Determination of Actual Award: On the Certification Date, and provided that (i) the applicable Performance Goals are attained during the Performance Period, and (ii) Participant remains in Continuous Service through the Certification Date, the Company will credit Participant with an Actual Award representing the number of RSUs (which may be equal to all or a portion (including none) of the Maximum Award) as determined by the Committee under the Program. If a Change in Control (as defined in the Plan) occurs prior to the Certification Date, Participant will be credited, effective as of immediately prior to the Change in Control, with an Actual Award equal to the Target Award. Vesting will occur subject to the original time-based vesting schedule thereafter, with the first vesting date being March 1, 2016. The Performance Goals and the Other Performance Goals are set forth in an attachment hereto, which is incorporated herein.

Vesting Schedule: Subject to the Participant’s Continuous Service through each vesting date, the Actual Award will vest (i) as to 50% of the Shares subject to the Actual Award on the Certification Date, and (ii) as to the remaining 50% of the Shares subject to the Actual Award on March 1, 2017. Each installment that vests hereunder is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Issuance Schedule: Subject to any change on a Capitalization Adjustment, one share of Common Stock will be issued for each RSU that vests at the time set forth in Section 6 of the Award Agreement.

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Performance Share Award Grant Notice, the Performance Share Award Agreement, the Program, the Plan and the stock plan prospectus for the Plan. As of the Date of Grant, this Performance Share Award Grant Notice, the Performance Share Award Agreement, the Program and the Plan set forth the entire understanding between Participant and the Company regarding the Award and supersede all prior oral and written agreements on the terms of the Award, with the exception, if applicable, of (i) the written employment agreement or offer letter agreement entered into between the Company and Participant specifying the terms that should govern this Award, (ii) the Company Stock Ownership Guidelines, and (iii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award, Participant consents to receive all related Plan documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

IRIDIUM COMMUNICATIONS INC.		PARTICIPANT:
By:
	Signature	Signature
Title:		Date:
Date:

ATTACHMENTS: Performance Share Award Agreement, Performance Share Program, 2012 Equity Incentive Plan, Prospectus

IRIDIUM COMMUNICATIONS INC.

2012 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE PROGRAM

PERFORMANCE SHARE AWARD AGREEMENT

Pursuant to the Performance Share Award Grant Notice (the “Grant Notice”) and this Performance Share Award Agreement (together, the “Agreement”) and in consideration of your services, Iridium Communications Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) pursuant to its Performance Share Program (the “Program”) under its 2012 Equity Incentive Plan (the “Plan”) for the Maximum Award of Restricted Stock Units indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Program or the Plan will have the same definitions as in the Program or the Plan, as applicable.

1. GRANT OF THE AWARD. This Award represents your right to be issued on a future date one share of the Company’s Common Stock for each Restricted Stock Unit that vests.

2. VESTING. Your Restricted Stock Units will vest as provided in the Grant Notice. Vesting will cease upon the termination of your Continuous Service. Any Restricted Stock Units that have not yet vested will be forfeited on the termination of your Continuous Service.

3. NUMBER OF RESTRICTED STOCK UNITS & SHARES OF COMMON STOCK.

(a) The Restricted Stock Units subject to your Award will be adjusted for Capitalization Adjustments, as provided in the Plan.

(b) Any additional Restricted Stock Units and any shares, cash or other property that become subject to the Award pursuant to this Section 3 will be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units and shares covered by your Award.

(c) No fractional shares or rights for fractional shares of Common Stock will be created pursuant to this Section 3. Any fraction of a share will be rounded down to the nearest whole share.

4. SECURITIES LAW COMPLIANCE. You will not be issued any Common Stock underlying the Restricted Stock Units or other shares with respect to your Restricted Stock Units unless either (i) the shares are registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award, and you will not receive shares underlying your Restricted Stock Units if the Company determines that such receipt would not be in material compliance with such laws and regulations.

1

5. TRANSFERABILITY. Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of any portion of the Restricted Stock Units or the shares in respect of your Restricted Stock Units. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restriction on transfer will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units.

(a) Death. Your Restricted Stock Units are not transferable other than by will and by the laws of descent and distribution. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of your death, will thereafter be entitled to receive any distribution of Common Stock or other consideration to which you were entitled at the time of your death pursuant to this Agreement. In the absence of such a designation, your executor or administrator of your estate will be entitled to receive, on behalf of your estate, such Common Stock or other consideration.

(b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Common Stock or other consideration under your Restricted Stock Units, pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss with the Company’s General Counsel the proposed terms of any such transfer prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order, marital settlement agreement or other divorce or separation instrument. The Company is not obligated to allow you to transfer your Award in connection with your domestic relations order, marital settlement agreement or other divorce or separation instrument.

6. DATE OF ISSUANCE.

(a) The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and will be construed and administered in such a manner.

(b) Subject to the satisfaction of the withholding obligations set forth in Section 10 of this Agreement, in the event one or more Restricted Stock Units vests, the Company will issue to you, on the applicable vesting date, one share of Common Stock for each Restricted Stock Unit that vests and such issuance date is referred to as the “Original Issuance Date.” If the Original Issuance Date falls on a date that is not a business day, delivery will instead occur on the next following business day.

2

(c) However, if (i) the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a previously established 10b5-1 trading plan entered into in compliance with the Company’s policies), and (ii) the Board elects, prior to the Original Issuance Date, (1) not to satisfy the Withholding Taxes described in Section 10 by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this Award, (2) not to permit you to enter into a “same day sale” commitment with a broker-dealer pursuant to Section 10 of this Agreement (including but not limited to a commitment under a previously established 10b5-1 trading plan entered into in compliance with the Company’s policies) and (3) not to permit you to pay your Withholding Taxes in cash, then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury Regulation Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the year following the year in which the shares of Common Stock under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d).

7. DIVIDENDS. You will receive no benefit or adjustment to your Restricted Stock Units with respect to any cash dividend, stock dividend or other distribution except as provided in the Plan with respect to a Capitalization Adjustment.

8. RESTRICTIVE LEGENDS. The Common Stock issued with respect to your Restricted Stock Units will be endorsed with appropriate legends determined by the Company.

9. AWARD NOT A SERVICE CONTRACT. Your Continuous Service is not for any specified term and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement (including, but not limited to, the vesting of your Restricted Stock Units or the issuance of the shares subject to your Restricted Stock Units), the Program, the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement, the Program or the Plan will: (i) confer upon you any right to continue in the employ or service of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this Agreement, the Program or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement, the Program or the Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you may have.

3

10. WITHHOLDING OBLIGATIONS.

(a) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Specifically, the Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with your Restricted Stock Units with a Fair Market Value (measured as of the date shares of Common Stock are issued to you) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income.

(b) Unless the Withholding Taxes of the Company and/or any Affiliate are satisfied, the Company will have no obligation to deliver to you any Common Stock.

(c) In the event the Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

11. UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of vested Restricted Stock Units, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property pursuant to this Agreement. You will not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Agreement until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

12. OTHER DOCUMENTS. You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.

4

13. NOTICES. Any notices provided for in this Agreement, the Program or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Program, the Plan and this Award by electronic means or to request your consent to participate in the Program and the Plan by electronic means. By accepting this Award, you consent to receive such documents by electronic delivery and to participate in the Program and the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

14. MISCELLANEOUS.

(a) The rights and obligations of the Company under your Award will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns.

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award.

(d) This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e) All obligations of the Company under the Program, the Plan and this Agreement will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

15. GOVERNING PROGRAM AND PLAN DOCUMENTS. Your Award is subject to all the provisions of the Program and the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Program or the Plan. In addition, your Award will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd–Frank Wall Street Reform and Consumer Protection Act or other applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any plan of or agreement with the Company. Except as expressly provided in this Agreement or the Grant Notice, in the event of any conflict between the provisions of your Award and those of the Program or the Plan, the provisions of the Program and Plan will control.

5

16. SEVERABILITY. If all or any part of this Agreement, the Program or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement, the Program or the Plan not declared to be unlawful or invalid. Any Section of this Agreement, the Program or the Plan (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

17. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of the Award subject to this Agreement will not be included as compensation, earnings, salaries, or other similar terms used when calculating the Employee’s benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

18. AMENDMENT. Any amendment to this Agreement must be in writing, signed by a duly authorized representative of the Company. The Board reserves the right to amend this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, interpretation, ruling, or judicial decision.

19. COMPLIANCE WITH SECTION 409A OF THE CODE. This Award is intended to comply with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4). However, if this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Section 409A of the Code, and if you are a “Specified Employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of your separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

20. NO OBLIGATION TO MINIMIZE TAXES. The Company has no duty or obligation to minimize the tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so.

*        *        *

6

This Performance Share Award Agreement will be deemed to be accepted by you upon your acceptance of the Performance Share Award Grant Notice to which it is attached.

7