Common use of Benefits and Perquisites Clause in Contracts

Benefits and Perquisites. Executive shall further be eligible to receive the following benefits and perquisites: a. Participation in the Company’s Performance Based Rewards Plan, as the same may be amended, restated or replaced from time to time (the “PBRP”); b. Grants and awards under the Company’s 2011 Long-Term Incentive Compensation Plan, as the same may be amended, restated or replaced from time to time (the “LTIP,” which reference shall include the terms of any incentive agreement issued thereunder); c. Not less than the number of weeks of paid annual leave in effect as of the Effective Date, subject to the Company’s standard policies and practices concerning usage, forfeiture and accrual; d. An additional monthly payment in an amount no less than the amount payable as of the Effective Date, which amount shall constitute Executive’s transportation benefit hereunder; and e. Reimbursement or payment of dues and capital assessments for membership in the country club designated by Executive; provided that if any bond or capital or similar payment made by the Company is repaid to Executive, Executive shall promptly remit to the Company the amount thereof. Executive may be further eligible to participate in such plans, policies, and programs as may be maintained, from time to time, by the Company, the Bank or their affiliates for the benefit of senior executives or employees, including, without limitation, any nonqualified deferred compensation or similar executive benefit plan, fringe benefit plans, profit sharing, life insurance or group medical and other welfare benefit plans. Any such participation shall be determined in accordance with the specific terms and conditions of the documents evidencing any such plans, policies, and programs. Executive agrees that nothing contained herein shall be deemed to require the Company, the Bank or any affiliate thereof to maintain any particular plan, policy, or program for any particular period, and nothing shall be deemed to prohibit the amendment, modification, replacement or termination of any such plan, policy or program. References herein to a plan, policy or program or arrangement shall be deemed to include and refer to any amendment or successor thereto or replacement thereof.

Benefits and Perquisites. Executive During the Term, EMPLOYEE shall further be eligible entitled to receive the following benefits and perquisites: a. Participation (i) COMPANY agrees to pay EMPLOYEE on a monthly basis Five Hundred Dollars ($500) for purposes of covering all of EMPLOYEE’s expenses relative to his employment hereunder, including but not limited to automobile and cell phone expenses. Notwithstanding the foregoing sentence, COMPANY shall promptly reimburse EMPLOYEE for all sufficiently documented or previously-approved business expenses incurred by him for travel in performing services hereunder during the Company’s Performance Based Rewards PlanTerm, as which expenses shall be reimbursed in accordance with the same may be amended, restated or replaced policies and procedures established by the Board from time to time (the “PBRP”)for COMPANY’s senior executives, provided that EMPLOYEE properly accounts therefor in accordance with requirements for federal income tax deductibility and COMPANY’s policies and procedures; b. Grants (ii) In each calendar year, EMPLOYEE shall be entitled to fifteen (15) days of paid vacation. Vacation will accrue pro rata with each pay period. Vacation may not be accumulated or carried over from year to year. Unused vacation will expire at the end of the calendar year in which it accrues. In the event that EMPLOYEE’s employment by COMPANY terminates, either voluntarily or involuntarily, and awards under EMPLOYEE has taken more vacation than he has accrued as of the Companydate of termination, the amount of salary applicable to the excess vacation taken will be deducted from EMPLOYEE’s 2011 Long-Term Incentive Compensation Planfinal paycheck. In the event that EMPLOYEE’s employment by COMPANY terminates, either voluntarily or involuntarily, and EMPLOYEE has not taken as much vacation as he has accrued as of the same date of termination, all accrued and unused vacation will expire upon termination of EMPLOYEE’s employment, and EMPLOYEE will not receive any payment for unused vacation; (iii) holidays in accordance with COMPANY's applicable policies; and (iv) all other benefits that are generally provided by COMPANY to any other similarly situated executive of COMPANY, such as medical and dental insurance as may be amended, restated or replaced in effect from time to time (in the “LTIP,” which reference shall include sole discretion of COMPANY, to the terms extent EMPLOYEE is eligible thereunder. For purposes of any incentive agreement issued thereunder); c. Not less than the number of weeks of paid annual leave in effect as of the Effective Dateclarification, all benefits described herein are further modified by and wholly subject to the CompanyCOMPANY’s standard policies and practices concerning usage, forfeiture and accrual; d. An additional monthly payment in an amount no less than the amount payable as of the Effective Date, which amount shall constitute Executive’s transportation benefit hereunder; and e. Reimbursement or payment of dues and capital assessments for membership are included in the country club designated by Executive; provided that if any bond or capital or similar payment made by the Company is repaid to ExecutiveCOMPANY Employee Manual, Executive shall promptly remit to the Company the amount thereof. Executive may be further eligible to participate in such plans, policies, and programs as may be maintained, amended from time to time, by the Company, the Bank or their affiliates for the benefit a current copy of senior executives or employees, including, without limitation, any nonqualified deferred compensation or similar executive benefit plan, fringe benefit plans, profit sharing, life insurance or group medical and other welfare benefit plans. Any such participation shall be determined in accordance with the specific terms and conditions of the documents evidencing any such plans, policies, and programs. Executive agrees that nothing contained herein shall be deemed which has been provided to require the Company, the Bank or any affiliate thereof to maintain any particular plan, policy, or program for any particular period, and nothing shall be deemed to prohibit the amendment, modification, replacement or termination of any such plan, policy or program. References herein to a plan, policy or program or arrangement shall be deemed to include and refer to any amendment or successor thereto or replacement thereofEMPLOYEE.

Benefits and Perquisites. Executive Taking into consideration the ------------------------ benefits provided to the Employee pursuant to Section 3(a) above and Section 5 below and without otherwise providing the Employee with duplicative or substantially overlapping benefits, (i) IGEN shall further be eligible to receive the following benefits and perquisites: a. Participation in the Company’s Performance Based Rewards Plan, as the same may be amended, restated or replaced from time to time (the “PBRP”); b. Grants and awards extent permitted under the Company’s 2011 Long-Term Incentive Compensation Plan, as the same may be amended, restated or replaced from time to time (the “LTIP,” which reference shall include the terms of any incentive agreement issued thereunder); c. Not less than IGEN employee pension benefit plan or welfare benefit plan (as such terms are defined in the number Employee Retirement Income Security Act of weeks 1974, as amended) or other employee or senior executive officer fringe benefit or perquisite plan or policy, make such arrangements as may be necessary to provide such benefit and perquisite coverage to the Employee on the same terms and conditions as apply to senior executives of paid annual leave IGEN; or in effect the alternative, (ii) MSD shall establish such employee pension benefit and welfare benefit plans and other fringe benefits and perquisites as are substantially comparable in the aggregate to those of IGEN for the Effective Datebenefit of its senior executives generally. In either case, such benefits shall include customary insurance coverage and use of a company automobile consistent with past practice. Employee's entitlement to the benefits shall be subject to the Company’s standard policies provisions, rules and practices concerning usageregulations applicable under the relevant governing plans and/or programs, forfeiture and accrual; d. An additional monthly payment in an amount no less than the amount payable as of the Effective Date, which amount shall constitute Executive’s transportation benefit hereunder; and e. Reimbursement or payment of dues and capital assessments for membership in the country club designated by Executive; provided that if any bond or capital or similar payment made by the Company is repaid to Executive, Executive shall promptly remit to the Company the amount thereof. Executive may be further eligible to participate in such plans, policies, and programs as may be maintained, in effect and amended from time to time. Notwithstanding any other provision of this Agreement, during the period commencing as of the date of this Agreement until the latest of (1) six years after termination or expiration of this Agreement, (2) the expiration of any statute of limitations applicable to the performance of this Agreement by the CompanyEmployee, or (3) the Bank final termination of all pending proceedings in respect of which the Employee is to be covered by liability insurance pursuant to this Agreement, IGEN shall maintain in effect a directors', officers' and employees' liability insurance policy or their affiliates policies providing the Employee coverage for all periods beginning on and after November 30, 1995 at least comparable to that provided by the directors', officers' and employees' liability insurance policies maintained by IGEN for the benefit of senior executives or its directors, officers and employees, including, without limitation, any nonqualified deferred compensation or similar executive benefit plan, fringe benefit plans, profit sharing, life insurance or group medical and other welfare benefit plans. Any such participation shall be determined in accordance with the specific terms and conditions of the documents evidencing any such plans, policies, and programs. Executive agrees that nothing contained herein shall be deemed to require the Company, the Bank or any affiliate thereof to maintain any particular plan, policy, or program for any particular period, and nothing shall be deemed to prohibit the amendment, modification, replacement or termination of any such plan, policy or program. References herein to a plan, policy or program or arrangement shall be deemed to include and refer to any amendment or successor thereto or replacement thereof.

Benefits and Perquisites. Executive shall further be eligible to receive the following benefits and perquisites: a. Participation in the Company’s Performance Based Rewards Plan, as the same may be amended, restated or replaced from time to time (the “PBRP”); b. Grants and awards under the Company’s 2011 Long-Term Incentive Compensation Plan, as the same may be amended, restated or replaced from time to time (the “LTIP,” which reference shall include the terms of any individual incentive agreement issued thereunder); c. Not less than the number of four weeks of paid annual leave in effect as of the Effective Dateleave, subject to the Company’s standard policies and practices concerning practices, with usage, forfeiture forfeiture, and accrualaccrual determination in accordance with such policies and practices; d. An additional monthly payment in an amount no less than the amount payable as of the Effective Date, which amount shall constitute Executive’s transportation benefit hereunder; and e. Reimbursement or payment of dues for educational expenses related to the Executive’s professional development and capital assessments for membership in professional and civic organizations to the country club designated by Executive; provided that if any bond or capital or similar payment made extent such activities are consistent with the Company’s strategic objectives, subject in each instance to advance approval by the Company is repaid Chief Executive Officer of the Company, and such other reasonable and necessary expenses as are incurred by Executive in carrying out his duties hereunder, consistent with the Company’s standard policies and annual budget. The Company’s obligation to Executive, reimburse Executive hereunder shall promptly remit to be contingent upon the Company timely presentment by Executive of an itemized accounting of such expenditures in accordance with the amount thereofCompany’s policies. Executive may be further eligible to participate in the “Emory Executive Health” program and such plans, policies, and programs as may be maintained, from time to time, by the Company, the Bank or their affiliates for the benefit of senior executives or employees, including, without limitation, any nonqualified deferred compensation or similar executive benefit planplans, fringe benefit plans, profit sharing, life insurance or and group medical and other welfare benefit plans. Any such participation shall be determined in accordance with the specific terms and conditions of the documents evidencing any such plans, policies, and programs. Except for the Emory Executive Health program, Executive agrees that nothing contained herein shall be deemed to require the Company, the Bank or any affiliate thereof to maintain any particular plan, policy, or program for any particular period, and nothing shall be deemed to prohibit the amendment, modification, replacement or termination of any such plan, policy or program. References herein to a plan, policy or program or arrangement shall be deemed to include and refer to any amendment or successor thereto or replacement thereof.

Benefits and Perquisites. Executive shall further also be eligible to receive the following benefits and perquisites: a. Participation For periods on and after January 1, 2021, participation in the Company’s Performance Based Rewards Plan, as the same may be amended, restated or replaced from time to time (the “PBRP”);. For the period commencing as of the Effective Date and ending as of December 31, 2020, and in lieu of any payment under the PBRP in respect of such period, Executive shall be paid the amount specified in the Offer, provided that Executive shall have been continuously employed by the Company and the Bank during such period. Such amount shall be paid at the time amounts are otherwise paid under the PBRP for the Company’s fiscal year ended December 31, 2020. Payments under the PBRP shall be measured and calculated based upon annual performance goals and in a manner consistent with that applicable to similarly situated executive officers of the Company and the Bank and shall be paid no later than March 15 of the year following the year in which they are earned. b. Grants For periods on and after January 1, 2021, grants and awards under the Company’s 2011 2020 Long-Term Incentive Compensation Plan, as the same may be amended, restated or replaced from time to time (the “LTIP,” which reference shall include the terms of any individual incentive agreement issued thereunder);. As of the Effective Date, Executive shall be awarded shares of the Company’s common stock, $5.00 par value per share, subject to the terms and conditions set forth in the Offer and such additional terms and conditions as may be set forth in the Incentive Agreement evidencing such award and the terms of the LTIP and attached hereto as Exhibit A. Other awards under the LTIP shall be on terms consistent with those applicable to similarly situated executive officers of the Company and the Bank. c. Not less than the number of four weeks of paid annual leave in effect as of the Effective Dateleave, subject to the Company’s standard policies and practices concerning practices, with usage, forfeiture forfeiture, and accrual;accrual determination in accordance with such policies and practices. d. An additional monthly payment in an amount no mutually acceptable to the parties, which Executive agrees shall be applied solely for reasonable housing and similar or related expenses regularly incurred by him during any period in which he is performing services in Tupelo, Mississippi. Amounts incurred by Executive for travel between Mt. Pleasant, South Carolina and Tupelo, Mississippi, shall be considered business expenses and paid or reimbursed consistent with the Company’s standard policies and practices. e. An additional monthly payment in an amount not less than the amount payable as of set forth in the Effective DateOffer, which amount shall constitute Executive’s transportation benefit hereunder; andhereunder and shall be in lieu of business expense reimbursement for mileage and similar amounts. e. f. Reimbursement or payment of dues and capital assessments for membership in the country club designated by Executive; provided that if any bond or capital or similar payment made by the Company is repaid to Executive, Executive shall promptly remit to the Company the amount thereof. Executive may shall be responsible for the payment of all food minimums and other charges made upon the account, other than those related to business development activities undertaken for the benefit of the Company or the Bank that are submitted for reimbursement and documented in accordance with the Bank’s policy regarding such expenses. g. Reimbursement for reasonable and necessary business expenses incurred by Executive in carrying out his duties hereunder, consistent with the Company’s standard policies and annual budget. The Company’s obligation to reimburse Executive hereunder shall be contingent upon the timely presentment by Executive of an itemized accounting of such expenditures in accordance with the Company’s policies. Executive shall be further eligible to participate in such plans, policies, and programs as may be maintained, from time to time, by the Company, the Bank or their affiliates for the benefit of senior executives or employees, including, without limitation, any nonqualified deferred compensation or similar executive benefit plan, fringe benefit plans, profit sharing, life insurance or group medical and other welfare benefit plans. Any such participation shall be determined in accordance with the specific terms and conditions of the documents evidencing any such plans, policies, and programs. Executive agrees that nothing contained herein shall be deemed to require the Company, the Bank or any affiliate thereof to maintain any particular plan, policy, or program for any particular period, and nothing shall be deemed to prohibit the amendment, modification, replacement or termination of any such plan, policy or program. References herein to a plan, policy or program or arrangement shall be deemed to include and refer to any amendment or successor thereto or replacement thereof.

Benefits and Perquisites. During the term of his employment, the Executive shall further be eligible entitled to receive the following benefits and perquisites:(the “Benefits”): a. Participation (a) annual paid vacation of five (5) weeks provided that unused vacation may not be carried over to a subsequent year nor may it be returned to the Company for cash, subject only to the requirements of applicable employment standards legislation; (b) the Executive will be entitled to participate in the Company’s Performance Based Rewards RRSP Plan/Non-Registered Employee Savings Plan (or, in the event that the Executive is subject to eligibility or legal restrictions that prevent him participating in the RRSP Plan/Non-Registered Employee Savings Plan, as a similar retirement plan or arrangement to be established by the same may be amendedCompany or, restated or replaced from time at the discretion of the Company, cash compensation equivalent to time the cost to the Company of the Executive’s participation in the RRSP Plan/Non-Registered Employee Savings Plan, less required statutory deductions). The Executive will receive an employer contribution of eight percent (8%) of Executive’s Annual Base Salary per annum to the “PBRP”)RRSP Plan/Non-Registered Employee Savings Plan; b. Grants and awards (c) the Company shall pay or reimburse the Executive for all reasonable out of pocket business expenses payable or incurred by the Executive in connection with the proper discharge of his duties under this Agreement that are submitted by the Executive to the Company in accordance with the Company’s 2011 Long-Term Incentive Compensation Planreimbursement policies; (d) the Executive shall be entitled to participate and to receive all rights and benefits under any life insurance, disability, medical, dental, health and accidents plans maintained by the Company for its employees generally and for its executive officers specifically; (e) the Executive will receive Company paid indoor parking at the company’s offices or, if unavailable there, as the same may be amended, restated or replaced from time to time (the “LTIP,” which reference shall include the terms of any incentive agreement issued thereunder); c. Not less than the number of weeks of paid annual leave in effect close as of the Effective Date, subject reasonably possible to the Company’s standard policies offices. In accordance with CRA legislation, Company allocated parking is coded as a taxable benefit and practices concerning usage, forfeiture and accrual; d. An additional monthly payment in an amount no less than the amount payable will be reflected as of the Effective Date, which amount shall constitute Executive’s transportation benefit hereundersuch for payroll purposes; and e. Reimbursement or payment of dues and capital assessments for membership in the country club designated by Executive; provided that if any bond or capital or similar payment made by (f) such other benefits as the Company is repaid to may subsequently confer upon the Executive, Executive shall promptly remit to the Company the amount thereof. Executive may be further eligible to participate in such plans, policies, and programs as may be maintained, from time to time, by the Company, the Bank or their affiliates for the benefit of senior executives or employees, including, without limitation, any nonqualified deferred compensation or similar executive benefit plan, fringe benefit plans, profit sharing, life insurance or group medical and other welfare benefit plans. Any such participation shall be determined in accordance with the specific terms and conditions of the documents evidencing any such plans, policies, and programs. Executive agrees that nothing contained herein shall be deemed to require the Company, the Bank or any affiliate thereof to maintain any particular plan, policy, or program for any particular period, and nothing shall be deemed to prohibit the amendment, modification, replacement or termination of any such plan, policy or program. References herein to a plan, policy or program or arrangement shall be deemed to include and refer to any amendment or successor thereto or replacement thereof.

Benefits and Perquisites. Executive shall further be eligible to receive the following benefits and perquisites: a. Participation in the Company’s Performance Based Rewards Plan, as the same may be amended, restated or replaced from time to time (the “PBRP”); b. Grants and awards under the Company’s 2011 Long-Term Incentive Compensation Plan, as the same may be amended, restated or replaced from time to time (the “LTIP,” which reference shall include the terms of any individual incentive agreement issued thereunder); c. Not less than the number of four weeks of paid annual leave in effect as of the Effective Dateleave, subject to the CompanyBank’s standard policies and practices concerning practices, with usage, forfeiture forfeiture, and accrualaccrual determination in accordance with such policies and practices; d. An additional A transportation benefit to be paid monthly payment in an amount no less than the amount payable as of the Effective Date$1,000, which amount the parties agree shall constitute Executive’s transportation benefit hereunder; andbe sufficient to compensate Executive for his ownership or lease of a vehicle, including the cost of maintenance, insurance, repairs and fuel with respect thereto; e. Reimbursement or payment of dues and capital assessments for membership in the country club designated by Executive; provided that if any bond or capital or similar payment made by the Company Bank is repaid to Executive, Executive shall promptly remit to the Company Bank the amount thereof; and f. Reimbursement for such reasonable and necessary expenses as are incurred by Executive in carrying out his duties hereunder, consistent with the Bank’s standard policies and annual budget. The Bank’s obligation to reimburse Executive hereunder shall be contingent upon the timely presentment by Executive of an itemized accounting of such expenditures in accordance with the Bank’s policies. Executive may be further eligible to participate in such plans, policies, and programs as may be maintained, from time to time, by the Company, the Bank or their affiliates for the benefit of senior executives or employees, including, without limitation, any nonqualified deferred compensation or similar executive benefit planplans, fringe benefit plans, profit sharing, life insurance or and group medical and other welfare benefit plans. Any such participation shall be determined in accordance with the specific terms and conditions of the documents evidencing any such plans, policies, and programs. Executive agrees that nothing contained herein shall be deemed to require the Company, the Bank or any affiliate thereof to maintain any particular plan, policy, or program for any particular period, and nothing shall be deemed to prohibit the amendment, modification, replacement or termination of any such plan, policy or program. References herein to a plan, policy or program or arrangement shall be deemed to include and refer to any amendment or successor thereto or replacement thereof.

Benefits and Perquisites. (i) The Executive shall further be eligible to receive participate in employee benefit plans, programs and arrangements, to the following benefits extent and perquisites: a. Participation in the Company’s Performance Based Rewards Plan, as on substantially the same may be amended, restated or replaced terms as those benefits are provided from time to time to similarly-situated senior management employees whose principal place of employment is the United States, including vacation programs, fringe benefit programs, retirement plans, and welfare plans, subject in all cases to the eligibility requirements thereof, and the Delphi Technologies PLC Executive Change in Control Severance Plan (“Executive CIC Severance Plan”). The Executive will not be entitled to benefits under the Delphi Technologies PLC Executive Severance Plan (the “PBRPExecutive Severance Plan”);. Notwithstanding anything in the Executive CIC Severance Plan to the contrary, if a Change in Control (as defined in the Executive CIC Severance Plan) occurs as a result of a transaction between the Company and American Axle & Manufacturing, Inc. (or any of its affiliates), the Executive will not be entitled to receive benefits under the Executive CIC Severance Plan as a result of or in connection with such transaction and, by entering into this Agreement, the Executive hereby waives any and all rights he may otherwise have under the Executive CIC Severance Plan under such circumstances. Without limiting the generality of the foregoing, the Executive shall be entitled to twenty (20) days of paid vacation and five (5) designated time off days for each calendar year during the Agreement Term (prorated for any partial year). b. Grants and awards (ii) The Executive shall receive a one-time perquisite allowance of $40,000 to be paid within thirty days of hire to assist with the Executive’s transition to the company. (iii) In the event that the Company’s principal corporate office is relocated, the Executive shall be entitled to relocation benefits under the Company’s 2011 Long-Term Incentive Compensation Plan, as relocation program to the same may extent relocation from the U.S. Office Location shall be amended, restated or replaced from time to time required at that time. (the “LTIP,” which reference iv) The Executive shall include the terms of any incentive agreement issued thereunder); c. Not less than the number of weeks of paid annual leave in effect as of the Effective Date, be subject to the provisions of the Company’s standard policies tax equalization policy for employees seconded from the United States to the United Kingdom. The Executive shall be notified and practices concerning usagesubject to revisions of the policy that may be issued during his secondment. The tax equalization policy is designed to assure that the Executive does not incur additional tax liability as a result of his secondment in excess of the tax liability that he would have incurred in the United States had he not been seconded. During the course of the Executive’s secondment, forfeiture a hypothetical tax shall be computed and accrual; d. An additional withheld from the Executive’s monthly payment Base Salary, which is an approximation of his annual tax liability on his base income had his principal work location remained in the State of Indiana, United States. The Executive’s long-term incentive compensation and Inducement Grant (collectively, “Stock Compensation”) is also subject to the hypothetical tax. If the Executive receives any commissions, bonuses or incentives in addition to Base Salary and Stock Compensation, they are also subject to the hypothetical tax. The final hypothetical tax shall be calculated by an amount no less accounting program as the Executive’s tax return is finalized each year, which determines the Executive’s final actual income tax obligation for the year. The Company shall be responsible for home and/or seconded country taxes greater than the amount payable final hypothetical tax, which was incurred as a result of the Effective Date, which amount shall constitute Executive’s transportation benefit hereunder; and e. Reimbursement secondment. The settlement of taxes is subject to final review of any taxes paid on the Executive’s behalf or payment advances provide to the Executive as part of dues and capital assessments for membership in the country club designated by Executive; provided that if any bond or capital or similar payment made by a tax settlement. However, because the Company is repaid undertaking the obligation to pay the Executive’s taxes in excess of his hypothetical tax under its tax equalization policy, the amount of any secondment country tax refunds received by the Executive shall promptly remit and final hypothetical tax settlement due from the Executive must be paid to the Company the amount thereof. Company. (v) The Executive may will be further eligible provided, at no cost to participate in such plans, policies, and programs as may be maintained, from time to time, by the Companyhim, the Bank or their affiliates for the benefit services of senior executives or employees, including, without limitation, any nonqualified deferred compensation or similar executive benefit plan, fringe benefit plans, profit sharing, life insurance or group medical and other welfare benefit plans. Any such participation shall be determined in accordance with the specific terms and conditions of the documents evidencing any such plans, policies, and programs. Executive agrees that nothing contained herein shall be deemed KPMG to require the Company, the Bank or any affiliate thereof to maintain any particular plan, policy, or program for any particular period, and nothing shall be deemed to prohibit the amendment, modification, replacement or termination of any such plan, policy or program. References herein to a plan, policy or program or arrangement shall be deemed to include and refer to any amendment or successor thereto or replacement thereofprepare his home and/or seconded country tax returns.

Benefits and Perquisites. In addition to any compensation or equity initially offered to Executive, Executive shall further be eligible to receive the following benefits and perquisites: a. Participation in the Company’s Performance Based Rewards Plan, as the same may be amended, restated or replaced from time to time (the “PBRP”); b. Grants and awards under the Company’s 2011 Long-Term Incentive Compensation Plan, as the same may be amended, restated or replaced from time to time (the “LTIP,” which reference shall include the terms of any incentive agreement issued thereunder); c. Not less than the number of weeks of paid annual leave in effect as of the Effective Date, subject to the Company’s standard policies and practices concerning usage, forfeiture and accrual; d. An additional monthly payment in an amount no less than the amount payable as of the Effective Date, which amount shall constitute Executive’s transportation benefit hereunder; and e. Reimbursement or payment of dues and capital assessments for membership in the country club designated by Executive; provided that if any bond or capital or similar payment made by the Company is repaid to Executive, Executive shall promptly remit to the Company the amount thereof. Executive may be further eligible to participate in such plans, policies, and programs as may be maintained, from time to time, by the Company, the Bank or their affiliates for the benefit of senior executives or employees, including, without limitation, any nonqualified deferred compensation or similar executive benefit plan, fringe benefit plans, profit sharing, life insurance or group medical (employee, dependent and family coverage) and other welfare benefit plans. Any such participation shall be determined in accordance with the specific terms and conditions of the documents evidencing any such plans, policies, and programs. Executive agrees that nothing contained herein shall be deemed to require the Company, the Bank or any affiliate thereof to maintain any particular plan, policy, or program for any particular period, and nothing shall be deemed to prohibit the amendment, modification, replacement or termination of any such plan, policy or program. References herein to a plan, policy or program or arrangement shall be deemed to include and refer to any amendment or successor thereto or replacement thereof.

Benefits and Perquisites. Executive shall further You will be eligible to receive the following benefits and perquisites: a. Participation in the Company’s Performance Based Rewards Plan, as the same may be amended, restated or replaced from time to time (the “PBRP”); b. Grants and awards under the Company’s 2011 Long-Term Incentive Compensation Plan, as the same may be amended, restated or replaced from time to time (the “LTIP,” which reference shall include the terms of any incentive agreement issued thereunder); c. Not less than the number of weeks of paid annual leave in effect as of the Effective Date, subject to for the Company’s standard policies retirement programs and practices concerning usageother health and welfare benefit programs under the same terms and conditions as other executive officers. Additionally, forfeiture and accrual; d. An additional monthly payment in an amount no less than the amount payable as of the Effective Date, which amount shall constitute Executive’s transportation benefit hereunder; and e. Reimbursement or payment of dues and capital assessments for membership in the country club designated by Executive; provided that if any bond or capital or similar payment made by the Company is repaid to Executive, Executive shall promptly remit to the Company the amount thereof. Executive may you will be further eligible to participate in such plans, policies, and programs as may be maintained, from time to time, by the CompanyExecutive Death Benefit program, the Bank or their affiliates form of the Agreement is attached as Attachment A. You will be eligible for 5 weeks of vacation time annually, in addition to all paid Company holidays. You will be eligible to participate under at least the benefit of senior executives or employees, including, without limitation, any nonqualified deferred compensation or similar executive benefit plan, fringe benefit plans, profit sharing, life insurance or group medical and other welfare benefit plans. Any such participation shall be determined in accordance with the specific same terms and conditions as other executive officers in any new or modified benefits plans, severance plans, stock plans, and other benefits, plans and perquisites. In the event of a Change in Control and to the extent not already provided under this offer letter, you will be able to receive severance, accelerated stock option vesting, and any other benefits under at least the same terms as are offered to other executive officers in similar positions. As you are aware, any Change in Control payments or benefits that are in addition to what is set forth herein will require approval by the Nalco Holding’s Board of Directors. The terms of this offer letter cannot be modified without your and the Company’s written approval. In the event that any term or provision of this offer letter is inconsistent with or contrary to the term of any other agreement, then unless the other agreement expressly provides that its terms are intended to modify this offer letter, the terms of this offer letter will govern. The Company’s standard employment terms and conditions are set forth in its standard Employment Agreement, included as Attachment B, and such terms and conditions will not eliminate or reduce in any way your severance, compensation. or any other benefit or term as outlined in this offer letter. This offer letter, including the various separate agreements referred to herein, embodies the full contents of your employment offer. This offer is conditioned upon execution of the documents evidencing any such plansstandard Employment Agreement, policiesa satisfactory background check and passing the pre-employment substance abuse screening test. We would like and expect a response to this offer letter by , and programsat which time this offer expires. Executive agrees that nothing contained herein shall be deemed Xxxxxxx, we are very excited about the prospect of your joining Nalco. We look forward to require welcoming you to the Company. Sincerely yours, the Bank or any affiliate thereof to maintain any particular plan, policy, or program for any particular period, and nothing shall be deemed to prohibit the amendment, modification, replacement or termination of any such plan, policy or program. References herein to a plan, policy or program or arrangement shall be deemed to include and refer to any amendment or successor thereto or replacement thereof.NALCO COMPANY