Common use of Employment Events Clause in Contracts

Employment Events. (a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Date, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for the Recipient’s termination of employment, or other employment event, and the timing of the same. In the event of the Recipient’s termination of employment prior to the Release Date for reasons other than those set forth below, the Award shall be forfeited. Disability · Performance Period continues · After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. · Service Period continues. · Issue and/or release Shares earned on the Release Date Employment with the Company or a Subsidiary terminates because of Disability · Performance Period continues · After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. · Issue and/or release Shares earned on the Release Date Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award Date, such recipient shall be entitled to retain a prorated number of Shares subject to the Award if such Shares have been earned, unless otherwise specified at the time of grant. Shares will be prorated based on the number of whole and partial calendar months of service during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award Date, the Performance Period continues. · After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate terminates because of death · The Recipient’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death and shall be paid within 90 days after the Recipient’s death. · If Shares have been issued, the Shares shall be released to the Recipient’s estate within 90 days after the Recipient’s death. · If Shares have not been issued, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares earned. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death (or in the case of death on a non trading day, the next trading day) and shall be paid within 90 days after the Recipient’s death.

Employment Events. (a) Subject to the attached Appendix A, if any of Xxxxxxx’s employment with the Company terminates or is interrupted, or if Xxxxxxx’s status changes under the circumstances described below, Xxxxxxx’s rights with respect to the Award will be affected as provided in this Section 3. If Xxxxxxx’s employment events listed below occur with the Company is terminated prior to the Release Date, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for the Recipient’s termination of employment, or other employment event, and the timing end of the same. In the event of the Recipient’s termination of employment prior to the Release Date Performance Period for reasons other than those set forth below, the Award shall be forfeited. Employment with the Employer terminates because of Disability · (as defined in Section 14). The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period continues · Period, taking into account the actual performance of the Company for the Performance Period. After the Performance Criteria are certified, shares of Stock equal to the number of Shares PSUs earned are will be issued and released on the Release Payment Date. · Service Period continues. · Issue and/or release Shares earned on the Release Date Employment with the Employer terminates as a result of a Retirement in Good Standing (as defined in Section 14). If the Grantee: • Incurs a Retirement in Good Standing before the end of the first fiscal year of the Company or a Subsidiary terminates because since the start of Disability · Performance Period continues · After the Performance Criteria are certifiedPeriod, the number Award is forfeited. • Incurs a Retirement in Good Standing on or after the complete fiscal year of Shares earned are issued and released on the Release Date. · Issue and/or release Shares earned on the Release Date Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years from start of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award DatePerformance Period, such recipient shall be entitled to retain a prorated number of Shares PSUs subject to the Award if such Shares PSUs have been earned, unless otherwise specified at the time of grant. Shares The PSUs will be prorated based on the number of whole and partial complete calendar months of service employment during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award Date, the Performance Period continues. · After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of Shares PSUs earned are will be issued and released on the Release Payment Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate Employer terminates because of death · death. The RecipientGrantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares Stock on the date of the RecipientGrantee’s death and shall be paid as soon as administratively practicable within 90 75 days after the RecipientGrantee’s death. · If Shares Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14). Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been issued, the Shares shall be released met at Target performance levels. Military leave or other leave to the Recipient’s estate within 90 days after extent required by applicable law Employment is deemed to continue during the Recipient’s deathPerformance Period. · If Shares have not been issuedAfter the Performance Criteria are certified, the Recipient’s estate shall be paid a cash amount shares of Stock equal to the value number of PSUs earned will be issued on the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 If less than a complete fiscal year of the Shares earnedCompany has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The value shall PSUs earned with respect to such a Grantee will be determined prorated based on the closing price number of complete calendar months of active employment during the Shares Performance Period, divided by 36. After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. 1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Recipient’s death (or Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the case of death on a non trading day, the next trading day) and Committee shall be paid within 90 days after the Recipient’s deathhave no obligation to consider any such matters.

Employment Events. (a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Date, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for the Recipient’s termination of employment, or other employment event, and the timing of the same. In the event of the Recipient’s termination of employment prior to the Release Date for reasons other than those set forth below, the Award shall be forfeited. Disability · • Performance Period continues · • After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. · • Service Period continues. · • Issue and/or release Shares Xxxxxx earned on the Release Date Employment with the Company or a Subsidiary terminates because of Disability · • Performance Period continues · • After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. · • Issue and/or release Shares Xxxxxx earned on the Release Date Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · • Awards held less than 12 months from the Award Date are forfeited. · • For Awards held at least 12 months from the Award Date, such recipient shall be entitled to retain a prorated number of Shares subject to the Award if such Shares have been earned, unless otherwise specified at the time of grant. Shares will be prorated based on the number of whole and partial calendar months of service during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · • If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · • Awards held less than 12 months from the Award Date are forfeited. · • For Awards held at least 12 months from the Award Date, the Performance Period continues. · • After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · • Issue and/or release Shares Xxxxxx earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate terminates because of death · • The Recipient’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death and shall be paid within 90 days after the Recipient’s death. · • If Shares have been issued, the Shares shall be released to the Recipient’s estate within 90 days after the Recipient’s death. · • If Shares have not been issued, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares earned. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death (or in the case of death on a non trading day, the next trading day) and shall be paid within 90 days after the Recipient’s death. Employment with the Company or a Subsidiary involuntarily terminates for reasons other than for cause within one year after a Change in Control • Award shall be treated as described in the Plan. • Award shall be treated as described in the Plan. US military leave • Performance Period continues • After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. • Issue and/or release Xxxxxx earned on the Release Date Unpaid leave of absence pursuant to published Company policy of 12 months or less • Performance Period continues • After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. • Service Period continues. • Issue and/or release Xxxxxx earned on the Release Date Transfer, at Company’s discretion, to an Affiliate • Performance Period continues. • After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. • Service Period continues. • If all requirements met, earned Shares are released on the Release Date. Recipient’s Employer is no longer an Affiliate under the terms of the Plan (this constitutes a termination of employment under the Plan) • Award is forfeited. • Award is forfeited. Employment with an Affiliate terminates for any reason other than death • Award is forfeited. • Award is forfeited.

Employment Events. (a) Subject to the attached Appendix A, if If any of the employment events listed below occur prior to the Release Date, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for the Recipient’s termination of employment, or other employment event, and the timing of the same. In the event of the Recipient’s termination of employment prior to the Release Date for reasons other than those set forth below, the Award shall be forfeited. Disability · Performance Period continues · After The services of the Performance Criteria are certifiedRecipient as an employee, the number director, or officer of Shares earned are issued and released on the Release Date. · Service Period continues. · Issue and/or release Shares earned on the Release Date Employment with the Company or a Subsidiary terminates because shall be terminated (otherwise than by reason of Disability · Performance Period continues · After the Performance Criteria are certifieddeath, the number of Shares earned are issued and released on the Release Date. · Issue and/or release Shares earned on the Release Date Employee is involuntarily terminated from the Company disability or a Subsidiary after attaining age 50 and completing 10 Years of Service because of a reduction in workforce, internal reorganization, or job elimination cause) and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · ● Awards held less than 12 months from the Award Date are forfeited. · ● For Awards held at least 12 months from the Award Date, such recipient shall be entitled to retain a prorated number of Shares subject to the Award if such Shares have been earnedearned (calculated at the lesser of the value of the Target Award or the value based upon the results of the actual performance criteria), unless otherwise specified at the time of grant. Shares will be prorated based on the number of whole and partial calendar months of service during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · ● If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award Date, the Performance Period continues. · After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate terminates because of death · ● The Recipient’s estate shall be paid a cash amount receive shares equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death and shall be paid issued within 90 days after the Recipient’s death. · ● If Shares have been issued, the Shares shall be released to the Recipient’s estate within 90 days after the Recipient’s death. · ● If Shares have not been issued, the Recipient’s estate shall be paid a cash amount equal to the value of receive the Shares earned. The value earned and the Shares shall be determined based on the closing price of the Shares on the date of released to the Recipient’s death (or in the case of death on a non trading day, the next trading day) and shall be paid estate within 90 days after the Recipient’s death.

Employment Events. (a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Dateend of the Performance Period, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for nature of the RecipientGrantee’s termination of employment, or other employment event, and the timing of the same. In the event of the RecipientGrantee’s termination of employment prior to the Release Date end of the Performance Period for reasons other than those set forth below, the Award shall be forfeited. Employment with the Employer terminates because of Disability · (as defined in Section 14, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period continues · Period, taking into account the actual performance of the Company for the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of Shares PSUs earned are will be issued and released on the Release Payment Date. · Service Period continues. · Issue and/or release Shares earned on the Release Date Employment with the Employer terminates as a result of a Retirement in Good Standing (as defined in Section 14, below). • If the Grantee incurs a Retirement in Good Standing before the end of the first fiscal year of the Company or a Subsidiary terminates because since the start of Disability · Performance Period continues · After the Performance Criteria are certifiedPeriod, the number Award is forfeited. • If the Grantee incurs a Retirement in Good Standing on or after the complete fiscal year of Shares earned are issued and released on the Release Date. · Issue and/or release Shares earned on the Release Date Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years from start of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award DatePerformance Period, such recipient shall be entitled to retain a prorated number of Shares PSUs subject to the Award if such Shares PSUs have been earned, unless otherwise specified at the time of grant. Shares The PSUs will be prorated based on the number of whole and partial complete calendar months of service employment during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award Date, the Performance Period continues. · • After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of Shares PSUs earned are will be issued and released on the Release Payment Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate Employer terminates because of death · death. • The RecipientGrantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares Stock on the date of the RecipientGrantee’s death and shall be paid within 90 75 days after the RecipientGrantee’s death. · If Shares Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14, below). • Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been issued, the Shares shall be released met at Target performance levels. Military leave or other leave to the Recipient’s estate within 90 days after extent required by applicable law • For this purpose, employment is deemed to continue during the Recipient’s deathPerformance Period. · If Shares have not been issued• After the Performance Criteria are certified, the Recipient’s estate shall be paid a cash amount shares of Stock equal to the value number of PSUs earned will be issued on the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 • If less than a complete fiscal year of the Shares earnedCompany has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The value shall PSUs earned with respect to such a Grantee will be determined prorated based on the closing price number of complete calendar months of active employment during the Shares Performance Period, divided by 36. • After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. 1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Recipient’s death (or Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the case of death on a non trading day, the next trading day) and Committee shall be paid within 90 days after the Recipient’s deathhave no obligation to consider any such matters.

Employment Events. (a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Payment Date, the terms of this subparagraph shall apply. The following table describes the result depending Form approved August 2017 P13US-3 2 on the reason for nature of the RecipientGrantee’s termination of employment, or other employment event, and the timing of the same. In the event of the RecipientGrantee’s termination of employment prior to the Release Payment Date for reasons other than those set forth below, the Award shall be forfeited. Disability · Event Following commencement of Performance Period continues · and prior to Payment Date Employment with the Company or an Affiliated Company terminates because of Disability (as defined in Section 14, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period, taking into account the actual performance of the Company for the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of Shares PSUs earned are will be issued and released on the Release Payment Date. · Service Period continues. · Issue and/or release Shares earned on the Release Date Employment with the Company or an Affiliated Company terminates as a Subsidiary terminates because result of Disability · Performance Period continues · After a Retirement in Good Standing (as defined in Section 14, below). • If less than a complete fiscal year of the Company has passed since the start of the Performance Criteria are certifiedPeriod, the number Award is forfeited. • If the Grantee incurs a Retirement in Good Standing on or after a complete fiscal year of Shares earned are issued and released on the Release Date. · Issue and/or release Shares earned on the Release Date Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years from start of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award DatePerformance Period, such recipient shall be entitled to retain a prorated number of Shares PSUs subject to the Award if such Shares PSUs have been earned, unless otherwise specified at the time of grant. Shares The PSUs will be prorated based on the number of whole and partial complete calendar months of service employment during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award Date, the Performance Period continues. · • After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of Shares PSUs earned are will be issued and released on the Release Payment Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate Affiliated Company terminates because of death · death. • The RecipientGrantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares Stock on the date of the RecipientGrantee’s death and shall be paid within 90 75 days after the RecipientGrantee’s death. · If Shares Employment with the Company or an Affiliated Company involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14, below). • Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been issued, the Shares shall be released met at Target performance levels. US military leave or other leave to the Recipient’s estate within 90 days after extent required by applicable law • For this purpose, employment is deemed to continue during the Recipient’s deathPerformance Period. · If Shares have not been issued• After the Performance Criteria are certified, the Recipient’s estate shall be paid a cash amount shares of Stock equal to the value number of PSUs earned will be issued on the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 • If less than a complete fiscal year of the Shares earnedCompany has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The value shall PSUs earned with respect to such a Grantee will be determined prorated based on the closing price number of complete calendar months of active employment during the Shares Performance Period, divided by 36. • After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. 1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Recipient’s death (or Committee identifies a valid business interest in doing otherwise, in which case Form approved August 2017 P13US-3 3 it may specify what provisions it deems appropriate at its sole discretion; provided that the case of death on a non trading day, the next trading day) and Committee shall be paid within 90 days after the Recipient’s deathhave no obligation to consider any such matters.

Employment Events. (a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Date, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for the Recipient’s termination of employment, or other employment event, and the timing of the same. In the event of the Recipient’s termination of employment prior to the Release Date for reasons other than those set forth below, the Award shall be forfeited. Disability · Performance Period Award continues · After the Performance Criteria are certified, the number of to vest if employee is still employed. Award shall be settled in Shares earned are issued and released on the Release Date. · Service Period continues. · Issue and/or release Shares earned on the Release Date Employment with the Company or a Subsidiary terminates because of Disability · Performance Period continues · After Award immediately vests. Shares will be released within 90 days after the Performance Criteria are certified, the number date of Shares earned are issued and released on the Release Datetermination. · Issue and/or release Shares earned on the Release Date Employee is involuntarily involuntary terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competitioncompetition Award held at least 12 months continues to vest for four years from termination date in accordance with the original vesting schedule provided in the Agreement. · Awards Award held less than 12 months from the Award Date are is forfeited. · For Awards held at least 12 months from the Award Date, such recipient shall be entitled to retain a prorated number of settled in Shares subject to the Award if such Shares have been earned, unless otherwise specified at the time of grant. Shares will be prorated based on the number of whole and partial calendar months of service during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · Awards Award held at least 12 months becomes immediately vested. Award held less than 12 months from the Award Date are is forfeited. · For Awards held at least 12 months from the Award Date, the Performance Period continues. · After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not will be released to specified employees until at least six months following termination within 90 days after the date of employment. · Issue and/or release Shares earned on the Release Datetermination. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate terminates because of death · Award immediately vests. The Recipient’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death and shall be paid within 90 days after the Recipient’s death. · If Shares have been issued, the Shares shall be released to the Recipient’s estate within 90 days after the Recipient’s death. · If Shares have not been issued, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares earnedShares. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death (or in the case of death on a non trading day, the next trading day) and shall be paid within 90 days after the Recipient’s death.. Employment with the Company or a Subsidiary involuntarily terminates for reason other than for cause within one year after a Change in Control Award shall be treated as described in the Plan. Award shall be treated as described in the Plan. Employment with the Company or a Subsidiary terminates for any other reason Award is forfeited. N/A US military leave Vesting continues during leave. Award shall be settled in Shares on Release Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less Vesting continues during leave. Award shall be settled in Shares on Release Date. Transfer, at Company’s discretion, to an Affiliate that is not a Subsidiary Vesting continues after move. Award shall be settled in Shares on Release Date. Transfer to a Subsidiary Vesting continues after move. Award shall be settled in Shares on Release Date. Recipient’s employer is no longer an Affiliate under the terms of the Plan (this constitutes a termination of employment under the Plan) Award is forfeited. N/A Employment with an Affiliate terminates for any reason Award is forfeited. N/A

Employment Events. (a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Dateend of the Performance Period, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for nature of the RecipientGrantee’s termination of employment, or other employment event, and the timing of the same. In the event of the RecipientGrantee’s termination of employment prior to the Release Date end of the Performance Period for reasons other than those set forth below, the Award shall be forfeited. Employment with the Company or an Affiliated Company terminates because of Disability · (as defined in Section 14, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period continues · Period, taking into account the actual performance of the Company for the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of Shares PSUs earned are will be issued and released on the Release Payment Date. · Service Period continues. · Issue and/or release Shares earned on the Release Date Employment with the Company or an Affiliated Company terminates as a Subsidiary terminates because result of Disability · Performance Period continues · After a Retirement in Good Standing (as defined in Section 14, below). • If the Grantee incurs a Retirement in Good Standing before the end of the first fiscal year of the Company since the start of the Performance Criteria are certifiedPeriod, the number Award is forfeited. • If the Grantee incurs a Retirement in Good Standing on or after the complete fiscal year of Shares earned are issued and released on the Release Date. · Issue and/or release Shares earned on the Release Date Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years from start of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award DatePerformance Period, such recipient shall be entitled to retain a prorated number of Shares PSUs subject to the Award if such Shares PSUs have been earned, unless otherwise specified at the time of grant. Shares The PSUs will be prorated based on the number of whole and partial complete calendar months of service employment during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award Date, the Performance Period continues. · • After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of Shares PSUs earned are will be issued and released on the Release Payment Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate Affiliated Company terminates because of death · death. The RecipientGrantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares Stock on the date of the RecipientGrantee’s death and shall be paid within 90 75 days after the RecipientGrantee’s death. · If Shares Employment with the Company or an Affiliated Company involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14, below). Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been issued, the Shares shall be released met at Target performance levels. US military leave or other leave to the Recipient’s estate within 90 days after extent required by applicable law • For this purpose, employment is deemed to continue during the Recipient’s deathPerformance Period. · If Shares have not been issued• After the Performance Criteria are certified, the Recipient’s estate shall be paid a cash amount shares of Stock equal to the value number of PSUs earned will be issued on the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 • If less than a complete fiscal year of the Shares earnedCompany has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The value shall PSUs earned with respect to such a Grantee will be determined prorated based on the closing price number of complete calendar months of active employment during the Shares Performance Period, divided by 36. • After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. 1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Recipient’s death (or Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the case of death on a non trading day, the next trading day) and Committee shall be paid within 90 days after the Recipient’s deathhave no obligation to consider any such matters.

Employment Events. (a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Date, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for the Recipient’s termination of employment, or other employment event, and the timing of the same. In the event of the Recipient’s termination of employment prior to the Release Date for reasons other than those set forth below, the Award shall be forfeited. Disability · • Performance Period continues · • After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. · • Service Period continues. · • Issue and/or release Shares Xxxxxx earned on the Release Date Employment with the Company or a Subsidiary terminates because of Disability · • Performance Period continues · • After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. · • Issue and/or release Shares Xxxxxx earned on the Release Date Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · • Awards held less than 12 months from the Award Date are forfeited. · • For Awards held at least 12 months from the Award Date, such recipient shall be entitled to retain a prorated number of Shares subject to the Award if such Shares have been earned, unless otherwise specified at the time of grant. Shares will be prorated based on the number of whole and partial calendar months of service during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · • If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · • Awards held less than 12 months from the Award Date are forfeited. · • For Awards held at least 12 months from the Award Date, the Performance Period continues. · • After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · • Issue and/or release Shares Xxxxxx earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate a Subsidiary terminates because of death · • The Recipient’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death and shall be paid within 90 days after the Recipient’s deathdeath (or in the case of death on a non trading day, the next trading day). · • If Shares have been issued, the Shares shall be released to the Recipient’s estate within 90 days after the Recipient’s death. · • If Shares have not been issued, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares earned. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death (or in the case of death on a non trading day, the next trading day) and shall be paid within 90 days after the Recipient’s death. Employment with the Company or a Subsidiary involuntarily terminates for reasons other than for cause within one year after a Change in Control • Award shall be treated as described in the Plan. • Award shall be treated as described in the Plan. US military leave • Performance Period continues • After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. • Issue and/or release Xxxxxx earned on the Release Date Unpaid leave of absence pursuant to published Company policy of 12 months or less • Performance Period continues • After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. • Service Period continues. • Issue and/or release Xxxxxx earned on the Release Date Transfer, at Company’s discretion, to an Affiliate • Performance Period continues. • After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. • Service Period continues. • If all requirements met, earned Shares are released on the Release Date. Recipient’s Employer is no longer an Affiliate under the terms of the Plan (this constitutes a termination of employment under the Plan) • Award is forfeited. • Award is forfeited. Employment with an Affiliate terminates for any reason • Award is forfeited. • Award is forfeited.

Employment Events. (a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Payment Date, the terms of this subparagraph shall apply. The following table describes the result depending Form approved August 2017 P13US-3 on the reason for nature of the RecipientGrantee’s termination of employment, or other employment event, and the timing of the same. In the event of the RecipientGrantee’s termination of employment prior to the Release Payment Date for reasons other than those set forth below, the Award shall be forfeited. Employment with the Company or an Affiliated Company terminates because of Disability · (as defined in Section 14, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period continues · Period, taking into account the actual performance of the Company for the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of Shares PSUs earned are will be issued and released on the Release Payment Date. · Service Period continues. · Issue and/or release Shares earned on the Release Date Employment with the Company or an Affiliated Company terminates as a Subsidiary terminates because result of Disability · Performance Period continues · After a Retirement in Good Standing (as defined in Section 14, below). • If less than a complete fiscal year of the Company has passed since the start of the Performance Criteria are certifiedPeriod, the number Award is forfeited. • If the Grantee incurs a Retirement in Good Standing on or after a complete fiscal year of Shares earned are issued and released on the Release Date. · Issue and/or release Shares earned on the Release Date Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years from start of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award DatePerformance Period, such recipient shall be entitled to retain a prorated number of Shares PSUs subject to the Award if such Shares PSUs have been earned, unless otherwise specified at the time of grant. Shares The PSUs will be prorated based on the number of whole and partial complete calendar months of service employment during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award Date, the Performance Period continues. · • After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of Shares PSUs earned are will be issued and released on the Release Payment Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate Affiliated Company terminates because of death · death. • The RecipientGrantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares Stock on the date of the RecipientGrantee’s death and shall be paid within 90 75 days after the RecipientGrantee’s death. · If Shares Employment with the Company or an Affiliated Company involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14, below). • Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been issued, the Shares shall be released met at Target performance levels. US military leave or other leave to the Recipient’s estate within 90 days after extent required by applicable law • For this purpose, employment is deemed to continue during the Recipient’s deathPerformance Period. · If Shares have not been issued• After the Performance Criteria are certified, the Recipient’s estate shall be paid a cash amount shares of Stock equal to the value number of PSUs earned will be issued on the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 • If less than a complete fiscal year of the Shares earnedCompany has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The value shall PSUs earned with respect to such a Grantee will be determined prorated based on the closing price number of complete calendar months of active employment during the Shares Performance Period, divided by 36. • After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. 1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Recipient’s death (or Committee identifies a valid business interest in doing otherwise, in which case Form approved August 2017 P13US-3 it may specify what provisions it deems appropriate at its sole discretion; provided that the case of death on a non trading day, the next trading day) and Committee shall be paid within 90 days after the Recipient’s deathhave no obligation to consider any such matters.

Employment Events. (a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Dateend of the Performance Period, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for nature of the RecipientGrantee’s termination of employment, or other employment event, and the timing of the same. In the event of the RecipientGrantee’s termination of employment prior to the Release Date end of the Performance Period for reasons other than those set forth below, the Award shall be forfeited. Employment with the Employer terminates because of Disability · (as defined in Section 15, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period continues · Period, taking into account the actual performance of the Company for the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of Shares PSUs earned are will be issued and released on the Release Payment Date. · Service Period continues. · Issue and/or release Shares earned on the Release Date Employment with the Employer terminates as a result of a Retirement in Good Standing (as defined in Section 15, below). • If the Grantee incurs a Retirement in Good Standing before the end of the first fiscal year of the Company or a Subsidiary terminates because since the start of Disability · Performance Period continues · After the Performance Criteria are certifiedPeriod, the number Award is forfeited. • If the Grantee incurs a Retirement in Good Standing on or after the complete fiscal year of Shares earned are issued and released on the Release Date. · Issue and/or release Shares earned on the Release Date Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years from start of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award DatePerformance Period, such recipient shall be entitled to retain a prorated number of Shares PSUs subject to the Award if such Shares PSUs have been earned, unless otherwise specified at the time of grant. Shares The PSUs will be prorated based on the number of whole and partial complete calendar months of service employment during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award Date, the Performance Period continues. · • After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of Shares PSUs earned are will be issued and released on the Release Payment Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate Employer terminates because of death · death. • The RecipientGrantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares Stock on the date of the RecipientGrantee’s death and shall be paid within 90 75 days after the RecipientGrantee’s death. · If Shares Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 15, below). • Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been issued, the Shares shall be released met at Target performance levels. Military leave or other leave to the Recipient’s estate within 90 days after extent required by applicable law • For this purpose, employment is deemed to continue during the Recipient’s deathPerformance Period. · If Shares have not been issued• After the Performance Criteria are certified, the Recipient’s estate shall be paid a cash amount shares of Stock equal to the value number of PSUs earned will be issued on the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 • If less than a complete fiscal year of the Shares earnedCompany has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The value shall PSUs earned with respect to such a Grantee will be determined prorated based on the closing price number of complete calendar months of active employment during the Shares Performance Period, divided by 36. • After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. 1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Recipient’s death (or Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the case of death on a non trading day, the next trading day) and Committee shall be paid within 90 days after the Recipient’s deathhave no obligation to consider any such matters.

Employment Events. (a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Payment Date, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for nature of the RecipientGrantee’s termination of employment, or other employment event, and the timing of the same. In the event of the RecipientGrantee’s termination of employment prior to the Release Payment Date for reasons other than those set forth below, the Award shall be forfeited. Form approved August 2016 Employment with the Company or an Affiliated Company terminates because of Disability · (as defined in Section 15, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period continues · Period, taking into account the actual performance of the Company for the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of Shares PSUs earned are will be issued and released on the Release Payment Date. · Service Period continues. · Issue and/or release Shares earned on the Release Date Employment with the Company or an Affiliated Company terminates as a Subsidiary terminates because result of Disability · Performance Period continues · After a Retirement in Good Standing (as defined in Section 15, below). • If less than a complete fiscal year of the Company has passed since the start of the Performance Criteria are certifiedPeriod, the number Award is forfeited. • If the Grantee incurs a Retirement in Good Standing on or after a complete fiscal year of Shares earned are issued and released on the Release Date. · Issue and/or release Shares earned on the Release Date Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years from start of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award DatePerformance Period, such recipient shall be entitled to retain a prorated number of Shares PSUs subject to the Award if such Shares PSUs have been earned, unless otherwise specified at the time of grant. Shares The PSUs will be prorated based on the number of whole and partial calendar fiscal months of service employment during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award Date, the Performance Period continues. · • After the Performance Criteria are certified, shares of Stock equal to the number of Shares PSUs earned are will be issued and released on the Release Payment Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate Affiliated Company terminates because of death · death. • The RecipientGrantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares Stock on the date of the RecipientGrantee’s death and shall be paid within 90 75 days after the RecipientGrantee’s death. · If Shares Employment with the Company or an Affiliated Company involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 15, below). • Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been issued, the Shares shall be released met at Target performance levels. US military leave or other leave to the Recipient’s estate within 90 days after extent required by applicable law • For this purpose, employment is deemed to continue during the Recipient’s deathPerformance Period. · If Shares have not been issued• After the Performance Criteria are certified, the Recipient’s estate shall be paid a cash amount shares of Stock equal to the value number of PSUs earned will be issued on the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 • If less than a complete fiscal year of the Shares earnedCompany has passed since the start of the Performance Period before the leave commences, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The value shall PSUs earned with respect to the Award will be determined prorated based on the closing price number of whole fiscal months of active employment during the Shares Performance Period, divided by 36 fiscal months. • After the Performance Criteria are certified, the shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. 1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Recipient’s death (or Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the case of death on a non trading day, the next trading day) and Committee shall be paid within 90 days after the Recipient’s deathhave no obligation to consider any such matters.

Employment Events. (a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Dateend of the Performance Period, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for nature of the RecipientGrantee’s termination of employment, or other employment event, and the timing of the same. In the event of the RecipientGrantee’s termination of employment prior to the Release Date end of the Performance Period for reasons other than those set forth below, the Award shall be forfeited. Employment with the Company or an Affiliated Company is involuntarily terminated by (i) the Company without Cause; or (ii) the Grantee’s resignation for Good Reason (as defined in the Letter Agreement). • One hundred percent (100%) of the Make-Whole Equity Grant shall immediately vest, with Performance Criteria deemed to have been met at Target performance levels. • Fifty percent (50%) of the 2020 Annual Equity Award shall immediately vest, with Performance Criteria deemed to have been met at Target performance levels. • The Holding Period required by Section 1(c) above shall not apply to the shares of Stock received in connection with this employment event. Employment with the Company or an Affiliated Company terminates because of Disability · (as defined in Section 14, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period continues · Period, taking into account the actual performance of the Company for the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of Shares PSUs earned are will be issued and released on the Release Payment Date. · Service • The Holding Period continuesrequired by Section 1(c) above shall not apply to the shares of Stock received in connection with this employment event. · Issue and/or release Shares earned on the Release Date Employment with the Company or an Affiliated Company terminates as a Subsidiary terminates because result of Disability · Performance Period continues · After a Retirement in Good Standing (as defined in Section 14, below). • If the Grantee incurs a Retirement in Good Standing before the end of the first fiscal year of the Company since the start of the Performance Criteria are certifiedPeriod, the number Award is forfeited. • If the Grantee incurs a Retirement in Good Standing on or after the complete fiscal year of Shares earned are issued and released on the Release Date. · Issue and/or release Shares earned on the Release Date Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years from start of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award DatePerformance Period, such recipient shall be entitled to retain a prorated number of Shares PSUs subject to the Award if such Shares PSUs have been earned, unless otherwise specified at the time of grant. Shares The PSUs will be prorated based on the number of whole and partial complete calendar months of service employment during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award Date, the Performance Period continues. · • After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of Shares PSUs earned are will be issued and released on the Release Payment Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate Affiliated Company terminates because of death · death. • The RecipientGrantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares Stock on the date of the RecipientGrantee’s death and shall be paid within 90 75 days after the RecipientGrantee’s death. · If Shares • The Holding Period required by Section 1(c) above shall not apply to the shares of Stock received in connection with this employment event. Employment with the Company or an Affiliated Company involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14, below). • Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been issued, the Shares met at Target performance levels. • The Holding Period required by Section 1(c) above shall be released not apply to the Recipient’s estate within 90 days after shares of Stock received in connection with this employment event. US military leave or other leave to the Recipient’s deathextent required by applicable law • For this purpose, employment is deemed to continue during the Performance Period. · If Shares have not been issued• After the Performance Criteria are certified, the Recipient’s estate shall be paid a cash amount shares of Stock equal to the value number of PSUs earned will be issued on the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 • If less than a complete fiscal year of the Shares earnedCompany has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The value shall PSUs earned with respect to such a Grantee will be determined prorated based on the closing price number of complete calendar months of active employment during the Shares Performance Period, divided by 36. • After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. 1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Recipient’s death (or Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the case of death on a non trading day, the next trading day) and Committee shall be paid within 90 days after the Recipient’s deathhave no obligation to consider any such matters.

Employment Events. (a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Dateend of the Performance Period, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for nature of the RecipientGrantee’s termination of employment, or other employment event, and the timing of the same. In the event of the RecipientGrantee’s termination of employment prior to the Release Date end of the Performance Period for reasons other than those set forth below, the Award shall be forfeited. Employment with the Company or an Affiliated Company terminates because of Disability · (as defined in Section 14, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period continues · Period, taking into account the actual performance of the Company for the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of Shares PSUs earned are will be issued and released on the Release Payment Date. · Service Period continues. · Issue and/or release Shares earned on the Release Date Employment with the Company or an Affiliated Company terminates as a Subsidiary terminates because result of Disability · Performance Period continues · After a Retirement in Good Standing (as defined in Section 14, below). • If the Grantee incurs a Retirement in Good Standing before the end of the first fiscal year of the Company since the start of the Performance Criteria are certifiedPeriod, the number Award is forfeited. • If the Grantee incurs a Retirement in Good Standing on or after the complete fiscal year of Shares earned are issued and released on the Release Date. · Issue and/or release Shares earned on the Release Date Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years from start of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award DatePerformance Period, such recipient shall be entitled to retain a prorated number of Shares PSUs subject to the Award if such Shares PSUs have been earned, unless otherwise specified at the time of grant. Shares The PSUs will be prorated based on the number of whole and partial complete calendar months of service employment during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award Date, the Performance Period continues. · • After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of Shares PSUs earned are will be issued and released on the Release Payment Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate Affiliated Company terminates because of death · death. • The RecipientGrantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares Stock on the date of the RecipientGrantee’s death and shall be paid within 90 75 days after the RecipientGrantee’s death. · If Shares Employment with the Company or an Affiliated Company involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14, below). • Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been issued, the Shares shall be released met at Target performance levels. US military leave or other leave to the Recipient’s estate within 90 days after extent required by applicable law • For this purpose, employment is deemed to continue during the Recipient’s deathPerformance Period. · If Shares have not been issued• After the Performance Criteria are certified, the Recipient’s estate shall be paid a cash amount shares of Stock equal to the value number of PSUs earned will be issued on the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 • If less than a complete fiscal year of the Shares earnedCompany has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The value shall PSUs earned with respect to such a Grantee will be determined prorated based on the closing price number of complete calendar months of active employment during the Shares Performance Period, divided by 36. • After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. 1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Recipient’s death (or Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the case of death on a non trading day, the next trading day) and Committee shall be paid within 90 days after the Recipient’s deathhave no obligation to consider any such matters.

Employment Events. (a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Dateend of the Performance Period, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for nature of the RecipientGrantee’s termination of employment, or other employment event, and the timing of the same. In the event of the RecipientGrantee’s termination of employment prior to the Release Date end of the Performance Period for reasons other than those set forth below, the Award shall be forfeited. Disability · Performance Period continues · After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. · Service Period continues. · Issue and/or release Shares earned on the Release Date Employment with the Company or a Subsidiary Employer terminates because of Disability · Performance Period continues · After the Performance Criteria are certified(as defined in Section 14, the number of Shares earned are issued and released on the Release Datebelow). · Issue and/or release Shares earned on the Release Date Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award Date, such recipient • The Grantee shall be entitled to retain a prorated number of Shares PSUs subject to the Award if such Shares PSUs have been earned, unless otherwise specified at the time of grant. Shares The PSUs will be prorated based on the number of whole and partial complete calendar months of service employment during the Performance Period through the date of termination of employment. • After the Performance Criteria are certified, shares of Stock equal to the prorated number of PSUs earned will be issued on the Payment Date. Employment with any partial the Employer terminates because of death. • The Grantee’s estate shall be entitled to a prorated number of PSUs subject to the Award, and the performance criteria shall be deemed to have been met at Target performance levels. The PSUs will be prorated based on the number of complete calendar months equaling a whole calendar monthof employment during the Performance Period through the date of the Grantee’s death. • The Grantee’s estate shall be issued shares of Stock equal to the prorated number of Shares earned are PSUs within 75 days after the Grantee’s death. Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14, below). • The Award shall immediately vest and the performance criteria shall be deemed to have been met at Target performance levels. • The Grantee shall be issued and released on shares of Stock within 75 days after the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following Grantee’s termination of employment. Employment with the Company or Employer involuntarily terminates, for reasons other than for Cause and does not meet the requirements of a Subsidiary terminates after attaining age 60 and completing 10 Years Change in Control Termination (as defined in Section 14, below). • The Grantee shall be entitled to retain a prorated number of Service · Awards held less than 12 months from PSUs subject to the Award Date are forfeitedif such PSUs have been earned. · For Awards held at least 12 The PSUs will be prorated based on the number of complete calendar months from the Award Date, of employment during the Performance Period continuesthrough the date of termination of employment. · • After the Performance Criteria are certified, the number shares of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate terminates because of death · The Recipient’s estate shall be paid a cash amount Stock equal to the value pro-rated number of the Target Award. The value shall PSUs earned will be determined based issued on the closing price of the Shares on the date of the Recipient’s death and shall be paid within 90 days after the Recipient’s death. · If Shares have been issued, the Shares shall be released to the Recipient’s estate within 90 days after the Recipient’s death. · If Shares have not been issued, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares earned. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death (or in the case of death on a non trading day, the next trading day) and shall be paid within 90 days after the Recipient’s deathPayment Date.

Employment Events. (a) Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Payment Date, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for nature of the RecipientGrantee’s termination of employment, or other employment event, and the timing of the same. In the event of the RecipientGrantee’s termination of employment prior to the Release Payment Date for reasons other than those set forth below, the Award shall be forfeited. Employment with the Company or an Affiliated Company terminates because of Disability · (as defined in Section 14, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period continues · Period, taking into account the actual performance of the Company for the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of Shares PSUs earned are will be issued and released on the Release Payment Date. · Service Period continues. · Issue and/or release Shares earned on the Release Date Employment with the Company or an Affiliated Company terminates as a Subsidiary terminates because result of Disability · Performance Period continues · After a Retirement in Good Standing (as defined in Section 14, below). • If the Grantee incurs a Retirement in Good Standing before the end of the first fiscal year of the Company since the start of the Performance Criteria are certifiedPeriod, the number Award is forfeited. • If the Grantee incurs a Retirement in Good Standing on or after the complete fiscal year of Shares earned are issued and released on the Release Date. · Issue and/or release Shares earned on the Release Date Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years from start of Service because of a reduction in workforce, internal reorganization, or job elimination and employee signs a release of all claims and, if requested, an agreement on confidentiality and competition. · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award DatePerformance Period, such recipient shall be entitled to retain a prorated number of Shares PSUs subject to the Award if such Shares PSUs have been earned, unless otherwise specified at the time of grant. Shares The PSUs will be prorated based on the number of whole and partial complete calendar months of service employment during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service · Awards held less than 12 months from the Award Date are forfeited. · For Awards held at least 12 months from the Award Date, the Performance Period continues. · • After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of Shares PSUs earned are will be issued and released on the Release Payment Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. · Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment. Employment with the Company or an Affiliate Affiliated Company terminates because of death · death. • The RecipientGrantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares Stock on the date of the RecipientGrantee’s death and shall be paid within 90 75 days after the RecipientGrantee’s death. · If Shares Employment with the Company or an Affiliated Company involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14, below). • Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been issued, the Shares shall be released met at Target performance levels. US military leave or other leave to the Recipient’s estate within 90 days after extent required by applicable law • For this purpose, employment is deemed to continue during the Recipient’s deathPerformance Period. · If Shares have not been issued• After the Performance Criteria are certified, the Recipient’s estate shall be paid a cash amount shares of Stock equal to the value number of PSUs earned will be issued on the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 • If less than a complete fiscal year of the Shares earnedCompany has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The value shall PSUs earned with respect to such a Grantee will be determined prorated based on the closing price number of complete calendar months of active employment during the Shares Performance Period, divided by 36. • After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. 1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Recipient’s death (or Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the case of death on a non trading day, the next trading day) and Committee shall be paid within 90 days after the Recipient’s deathhave no obligation to consider any such matters.