Common use of Confirmation of Grant Clause in Contracts

Confirmation of Grant. (a) The Company grants the PRSUs to the Recipient and the Recipient agrees to accept the PRSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy. (b) The PRSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs become vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges and agrees that (i) the PRSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs and are not necessarily the number of shares of Common Stock that will eventually vest in favor of the Recipient, and (ii) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Target PRSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PRSUs shall be settled by the issuance and delivery of the Vested Shares, or as provided in this Section 1(d), by cash (as determined by the Committee in its sole discretion), within sixty days after the PRSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested Shares. Notwithstanding the foregoing, to the extent the Committee determines that any of the PRSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 on 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee Identification

Confirmation of Grant. (a) The Company grants the PRSUs RSUs to the Recipient and the Recipient agrees to accept the PRSUs RSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs RSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy. (b) The PRSUs RSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs RSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges If and agrees that (i) when the PRSU Shares merely represent RSUs become fully vested pursuant to section 2, and on the maximum number satisfaction of shares of Common Stock that are granted under all other conditions applicable to the PRSUs and are RSUs, the RSUs not necessarily forfeited pursuant to section 3 shall be settled in the number of shares of Common Stock that will eventually vest as provided in favor of the Recipient, and (iisection 1(d) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Target PRSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PRSUs RSUs shall be settled by the issuance and delivery of the Vested RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the PRSUs RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUsRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs RSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs RSUs shall be made until the earliest of the date (i) set for such PRSUs RSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the Vested RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested SharesRSUs. Notwithstanding the foregoing, to the extent the Committee determines that any of the PRSUs RSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 Employee3 on the date of his or 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee IdentificationIdentification Date”). The Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $175,000 for 2017).

Confirmation of Grant. (a) The Company grants the PRSUs PSUs to the Recipient and the Recipient agrees to accept the PRSUs PSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs PSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The PRSUs PSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs PSUs become vested pursuant to section 2 or are forfeited pursuant to section 3. (c) The Recipient acknowledges and agrees that (i) the PRSU PSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs PSUs and are not necessarily the number of shares of Common Stock that will eventually vest in favor of the Recipient, and (ii) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs PSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100200% of the Target PRSU PSU Shares. (cd) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (de) Except as otherwise provided in this Agreement and the Plan, the PRSUs PSUs shall be settled by the issuance and delivery of the Vested Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the PRSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUs; provided, however, that to the extent the Committee determines that any last day of the PRSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule Period (a time or fixed schedule specified for the purpose of Code section 409A)) subject to satisfaction of any other terms and conditions applicable to the PSUs; provided, (ii) of the Recipient’s “separation from service” (as defined in Code section 409A)however, (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, that the number of the Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested Shares. Notwithstanding (f) In settling the foregoingPSUs pursuant to Section 1(e), to the extent Company (or its acquirer or successor) shall have the Committee determines that any of the PRSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 on 3 The determination of whether the Recipient is a Specified Employee will be made annually option (as determined by the Committee in its sole discretion) to make or its delegate pursuant provide for a cash payment to the Recipient, in exchange for the cancellation of the vested PSUs (or any portion thereof), in an amount equal to the product of (A) the number of the Vested Shares under the cancelled PSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the PSUs become vested and starting sixty days prior to that date. (g) Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A for 409A. The Recipient agrees and acknowledges that the 12-month period ending every December 31st Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the PSU Shares (and/or cash), does not violate Code section 409A, and the “Specified Employee IdentificationCompany shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A. 2.

Confirmation of Grant. (a) The Company grants the PRSUs to the Recipient and the Recipient agrees to accept the PRSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy. (b) The PRSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs become vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges and agrees that (i) the PRSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs and are not necessarily the number of shares of Common Stock that will eventually vest in favor of the Recipient, and (ii) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Target Targeted PRSU Shares. Shares as defined on Exhibit A. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PRSUs shall be settled by the issuance and delivery of the Vested Shares, or as provided in this Section 1(d), by cash (as determined by the Committee in its sole discretion), within sixty days after the PRSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested SharesPRSUs. Notwithstanding the foregoing, to the extent the Committee determines that any of the PRSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 Employee4 on 3 the date of his or 4 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee Identification

Confirmation of Grant. (a) The Company grants the PRSUs PSUs to the Recipient and the Recipient agrees to accept the PRSUs PSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs PSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policyand trading policies. (b) The PRSUs PSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs PSUs become vested pursuant to section 2 or are forfeited pursuant to section 3. (c) The Recipient acknowledges and agrees that (i) the PRSU PSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs PSUs and are not necessarily the number of shares of Common Stock that will eventually vest in favor of the Recipient, and (ii) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and Shares will be between 0% and 100200% of the Target PRSU PSU Shares. (cd) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (de) Except as otherwise provided in this Agreement and the Plan, the PRSUs PSUs shall be settled by the issuance and delivery of the Vested Shares, or as provided in this Section 1(d1(e), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the PRSUs have vested pursuant to last day of the Vesting Period (a time or fixed schedule specified for the purpose of Code section 2 409A) subject to satisfaction of any other terms and conditions applicable to the PRSUsPSUs; provided, however, that to the extent the Committee determines that any of the PRSUs Vested Shares are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs PSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” PSUs (as defined in Code section 409A); and further provided that, the number of the Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested Shares. Notwithstanding the foregoing, to the extent the Committee determines that any of the PRSUs PSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 on 3 Employee2 2 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee IdentificationIdentification Date Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(e Specified Employee the Recipient owns 5% or more of all outstanding Common Stock;

Confirmation of Grant. (a) The Company grants the PRSUs to the Recipient and the Recipient agrees to accept the PRSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy. (b) The PRSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs become vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges and agrees that (i) the PRSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs and are not necessarily the number of shares of Common Stock that will eventually vest in favor of the Recipient, and (ii) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Target PRSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PRSUs shall be settled by the issuance and delivery of the Vested Shares, or as provided in this Section 1(d), by cash (as determined by the Committee in its sole discretion), within sixty days after the PRSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested Shares. Notwithstanding the foregoing, to the extent the Committee determines that any of the PRSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 Employee3 on 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee IdentificationIdentification Date”). The Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification 2 | P a g e 01435\040\8330589.v3

Confirmation of Grant. (a) The Company grants the PRSUs RSUs to the Recipient and the Recipient agrees to accept the PRSUs RSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs RSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy. (b) The PRSUs RSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs RSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges If and agrees that (i) when the PRSU Shares merely represent RSUs become fully vested pursuant to section 2, and on the maximum number satisfaction of shares of Common Stock that are granted under all other conditions applicable to the PRSUs and are RSUs, the RSUs not necessarily forfeited pursuant to section 3 shall be settled in the number of shares of Common Stock that will eventually vest as provided in favor of the Recipient, and (iisection 1(d) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Target PRSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PRSUs RSUs shall be settled by the issuance and delivery of the Vested RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the PRSUs RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUsRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs RSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs RSUs shall be made until the earliest of the date (i) set for such PRSUs RSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the Vested RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested RSU Shares. Notwithstanding the foregoing, to the extent the Committee determines that any of the PRSUs RSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 Employee3 on the date of his or her “separation from service” (as defined in Code section 409A), to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such RSUs that is otherwise payable pursuant to this Section 1(d) upon a separation from service shall be made before the date that is six months after the 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee IdentificationIdentification Date”). The Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $180,000 for 2019). 2 | P a g e 01435\040\8330543.v3

Confirmation of Grant. (a) The Company grants the PRSUs RSUs to the Recipient and the Recipient agrees to accept the PRSUs RSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs RSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The PRSUs RSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs RSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges If and agrees that (i) when the PRSU Shares merely represent RSUs become fully vested pursuant to section 2, and on the maximum number satisfaction of shares of Common Stock that are granted under all other conditions applicable to the PRSUs and are RSUs, the RSUs not necessarily forfeited pursuant to section 3 shall be settled in the number of shares of Common Stock that will eventually vest as provided in favor of the Recipient, and (iisection 1(d) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Target PRSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PRSUs RSUs shall be settled by the issuance and delivery of the Vested RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the PRSUs RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUsRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs RSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs RSUs shall be made until the earliest of the date (i) set for such PRSUs RSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the Vested RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested RSU Shares. Notwithstanding the foregoing, to the extent the Committee determines that any of the PRSUs RSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 on Employee3 (as defined in Code section 409A), to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such RSUs that is otherwise payable pursuant to this Section 1(d) upon a separation from service shall be made before t In settling the RSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or any portion thereof), in an amount equal to the product of (A) 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee IdentificationIdentification Date Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this Specified Employee the Recipient owns 5% or more of all outstanding Common Stock; the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $220,000 for 2024).

Confirmation of Grant. (a) The Company grants the PRSUs to the Recipient and the Recipient agrees to accept the PRSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy. (b) The PRSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs become vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges and agrees that (i) the PRSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs and are not necessarily the number of shares of Common Stock that will eventually vest in favor of the Recipient, and (ii) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Target PRSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PRSUs shall be settled by the issuance and delivery of the Vested Shares, or as provided in this Section 1(d), by cash (as determined by the Committee in its sole discretion), within sixty days after the PRSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested Shares. Notwithstanding the foregoing, to the extent the Committee determines that any of the PRSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 Employee3 on 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee IdentificationIdentification Date”). The Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification 2 | P a g e 01435\040\8330619.v3

Confirmation of Grant. (a) The Company grants the PRSUs RSUs to the Recipient and the Recipient agrees to accept the PRSUs RSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs RSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The PRSUs RSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs RSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges If and agrees that (i) when the PRSU Shares merely represent RSUs become fully vested pursuant to section 2, and on the maximum number satisfaction of shares of Common Stock that are granted under all other conditions applicable to the PRSUs and are RSUs, the RSUs not necessarily forfeited pursuant to section 3 shall be settled in the number of shares of Common Stock that will eventually vest as provided in favor of the Recipient, and (iisection 1(d) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Target PRSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PRSUs RSUs shall be settled by the issuance and delivery of the Vested Shares, or as provided in this Section 1(d), by cash (as determined by the Committee in its sole discretion), within sixty days after the PRSUs RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUsRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs RSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs RSUs shall be made until the earliest of the date (i) set for such PRSUs RSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested Shares. Notwithstanding the foregoing, to the extent the Committee determines that any of the PRSUs RSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 on the date of his or her “separation from service” (as defined in Code section 409A), to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such RSUs that is otherwise payable pursuant to this Section 1(d) upon a separation from service shall be made before the date that is six months after the date of the Recipient’s separation from service. In settling the RSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee IdentificationIdentification Date”). The Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $185,000 for 2021).

Confirmation of Grant. (a) The Company grants the PRSUs PSUs to the Recipient and the Recipient agrees to accept the PRSUs PSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs PSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation pensation recovery policy. (b) The PRSUs PSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs PSUs become vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges and agrees that (i) the PRSU PSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs PSUs and are not necessarily the number of shares of Common Stock that will eventually vest in favor of the Recipient, and (ii) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “PSUs Vested Shares”), Shares will be subject to the Specific Performance Goals and will be between 0% and 100200% of the Target PRSU PSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PRSUs PSUs shall be settled by the issuance and delivery of the Vested Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the PRSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUs; provided, however, that to the extent the Committee determines that any last day of the PRSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule Period (a time or fixed schedule specified for the purpose of Code section 409A)) subject to satisfaction of any other terms and conditions applicable to the PSUs; provided, (ii) of the Recipient’s “separation from service” (as defined in Code section 409A)however, (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, that the number of the Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested Shares. Notwithstanding In settling the PSUs pursuant to the foregoing, to the extent Company (or its acquirer or successor) shall have the Committee determines that any of the PRSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 on 3 The determination of whether the Recipient is a Specified Employee will be made annually option (as determined by the Committee in its sole discretion) to make or its delegate pursuant provide for a cash payment to the Recipient, in exchange for the cancellation of the vested PSUs (or any portion thereof), in an amount equal to the product of (A) the number of the Vested Shares under the cancelled PSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the PSUs become vested and starting 60 days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A for 409A. The Recipient agrees and acknowledges that the 12-month period ending every December 31st Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the PSU Shares (and/or cash), does not violate Code section 409A, and the “Specified Employee IdentificationCompany shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A. 2.

Confirmation of Grant. (a) The Company grants the PRSUs RSUs to the Recipient and the Recipient agrees to accept the PRSUs RSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs RSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy. (b) The PRSUs RSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs RSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges If and agrees that (i) when the PRSU Shares merely represent RSUs become fully vested pursuant to section 2, and on the maximum number satisfaction of shares of Common Stock that are granted under all other conditions applicable to the PRSUs and are RSUs, the RSUs not necessarily forfeited pursuant to section 3 shall be settled in the number of shares of Common Stock that will eventually vest as provided in favor of the Recipient, and (iisection 1(d) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Target PRSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PRSUs RSUs shall be settled by the issuance and delivery of the Vested RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the PRSUs RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUsRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs RSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs RSUs shall be made until the earliest of the date (i) set for such PRSUs RSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the Vested RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested RSU Shares. Notwithstanding the foregoing, to the extent the Committee determines that any of the PRSUs RSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 Employee3 on the 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee IdentificationIdentification Date”). The Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or

Confirmation of Grant. (a) The Company grants the PRSUs PSUs to the Recipient and the Recipient agrees to accept the PRSUs PSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs PSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy. (b) The PRSUs PSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs PSUs become vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges and agrees that (i) the PRSU PSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs PSUs and are not necessarily the number of shares of Common Stock that will eventually vest in favor of the Recipient, and (ii) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs PSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100200% of the Target PRSU PSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PRSUs PSUs shall be settled by the issuance and delivery of the Vested Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the PRSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUs; provided, however, that to the extent the Committee determines that any last day of the PRSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule Period (a time or fixed schedule specified for the purpose of Code section 409A)) subject to satisfaction of any other terms and conditions applicable to the PSUs; provided, (ii) of the Recipient’s “separation from service” (as defined in Code section 409A)however, (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, that the number of the Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested Shares. Notwithstanding In settling the PSUs pursuant to the foregoing, to the extent Company (or its acquirer or successor) shall have the Committee determines that any of the PRSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 on 3 The determination of whether the Recipient is a Specified Employee will be made annually option (as determined by the Committee in its sole discretion) to make or its delegate pursuant provide for a cash payment to the Recipient, in exchange for the cancellation of the vested PSUs (or any portion thereof), in an amount equal to the product of (A) the number of the Vested Shares under the cancelled PSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the PSUs become vested and starting 60 days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A for 409A. The Recipient agrees and acknowledges that the 12-month period ending every December 31st Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the PSU Shares (and/or cash), does not violate Code section 409A, and the “Specified Employee IdentificationCompany shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A. 2.

Confirmation of Grant. (a) The Company grants the PRSUs PSUs to the Recipient and the Recipient agrees to accept the PRSUs PSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs PSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy. (b) The PRSUs PSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs PSUs become vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges and agrees that (i) the PRSU PSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs PSUs and are not necessarily the number of shares of Common Stock that will eventually vest in favor of the Recipient, and (ii) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs PSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100120% of the Target PRSU Shares. Initially Adjusted Targeted Shares as defined on Exhibit A. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PRSUs PSUs shall be settled by the issuance and delivery of the Vested Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the PRSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUs; provided, however, that to the extent the Committee determines that any last day of the PRSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule Period (a time or fixed schedule specified for the purpose of Code section 409A)) subject to satisfaction of any other terms and conditions applicable to the PSUs; provided, (ii) of the Recipient’s “separation from service” (as defined in Code section 409A)however, (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, that the number of the Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested SharesPSUs. Notwithstanding In settling the PSUs pursuant to the foregoing, to the extent Company (or its acquirer or successor) shall have the Committee determines that any of the PRSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 on 3 The determination of whether the Recipient is a Specified Employee will be made annually option (as determined by the Committee in its sole discretion) to make or its delegate pursuant provide for a cash payment to Code section 409A the Recipient, in exchange for the 12-month cancellation of the vested PSUs (or any portion thereof), in an amount equal to the product of (A) the number of the Vested Shares under the cancelled PSUs and (B) the average closing price of a share of Common Stock over the period ending every December 31st (on the “Specified Employee Identificationdate the PSUs become vested and starting 100 days prior to that date. 2.