Common use of Forfeiture of RSUs Clause in Contracts

Forfeiture of RSUs. If the Company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, then (a) if your incentive or equity-based compensation is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002, or (b) if the Committee determines you either knowingly engaged in or failed to prevent the misconduct, or your actions or inactions with respect to the misconduct and restatement constituted gross negligence, you shall (i) be required to reimburse the Company the amount of any payment (including dividend equivalents) relating to any RSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) all outstanding RSUs (including related dividend equivalents) that have not yet been settled shall be immediately forfeited. In addition, Ordinary Shares acquired under this Agreement, and any gains or profits on the sale of such Ordinary Shares, shall be subject to any “clawback” or recoupment policy later adopted by the Company. We look forward to your continuing contribution to the growth of the Company. Please acknowledge your receipt of the Plan and this Award. Very truly yours, Print Name: ___________________________ Title:_________________________________ TO: Participant Name RE: Notice of Restricted Stock Unit Award (Service-Based) This is to notify you that Xxxxxxx Company plc (the “Company”) has granted you an Award under the Perrigo Company plc 2013 Long-Term Incentive Plan (the “Plan”), effective as of Grant Date (the “Grant Date”). This Award consists of service-based restricted stock units. The terms and conditions of this incentive are set forth in the remainder of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the Plan.

Forfeiture of RSUs. If a. Subject to the Companynext following sentence, as a result the Participant’s unvested RSUs shall be forfeited to the Company upon the Participant’s termination of misconduct, is required to prepare an accounting restatement due to material noncompliance with Continuous Service for any financial reporting requirement under the securities laws, then reason other than (a) if your incentive the Participant’s death or equity-based compensation is subject Disability that occurs prior to automatic forfeiture due to such misconduct and restatement under the date the RSUs vest as provided in Section 304 of the Xxxxxxxx-Xxxxx Act of 2002, 3 above or (b) if the Committee determines you Participant’s termination of Continuous Service by the Company or any Subsidiary or Affiliate without Cause or the Participant’s voluntary termination due to the existence of Good Reason, in either knowingly case during the two-year period beginning on the date of a Change in Control, as provided in Section 9 above. b. If, during Participant’s employment with the Company or its Subsidiaries or Affiliates or within a period of two (2) years following the termination of the Participant’s employment with the Company or its Subsidiaries or Affiliates, the Participant: 1. becomes employed by, consults for, or otherwise provides executive search and/or leadership advisory products, assessments or services for Korn Ferry, Xxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxxxxx or their affiliated or related companies or their successors; or 2. promotes or assists, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the Company or failed to prevent its Subsidiaries or Affiliates within the misconductRestricted Territory, or your actions or inactions with respect to the misconduct Participant shall forfeit all unvested RSUs and restatement constituted gross negligence, you shall (i) be required to reimburse return any Shares received from Share-Settled RSUs that vested within three (3) years prior to the Participant’s termination of Continuous Service (or repay an amount having value equal to the then-current Fair Market Value of the Shares underlying such Share-Settled RSUs on the date the Share-Settled RSUs became vested (if such Shares are no longer owned by the Participant or are otherwise unavailable)). c. The Participant agrees that the Company or its Subsidiary or Affiliate may deduct from any amounts the amount Company or its Subsidiary or Affiliate owes the Participant from time to time (such as wages or other compensation, deferred compensation credits, vacation pay, any severance or other payments owed following a termination of employment, as well as any other amounts owed to the Participant by the Company or its Subsidiary or Affiliate) to the extent of any payment (including dividend equivalents) relating amounts the Participant owes the Company or its Subsidiary or Affiliate under this Section 10. The provisions of this section and any amounts repayable by the Participant hereunder are intended to be in addition to any RSUs earned rights to repayment the Company or accrued during the twelve month period following the first public issuance its Subsidiary or filing with the SEC (whichever first occurred) Affiliate may have under applicable law. d. Because of the financial document embodying such financial reporting requirementglobal nature of the Participant’s responsibilities and the Company’s client relationships, and (ii) all outstanding RSUs (including related dividend equivalents) that have not yet been settled shall be immediately forfeited. In addition, Ordinary Shares acquired under this Agreement, and any gains or profits on the sale of such Ordinary Shares, phrase “Restricted Territory” is worldwide. e. This Section 10 shall be subject to any “clawback” or recoupment policy later adopted by the Company. We look forward to your continuing contribution to the growth of the Company. Please acknowledge your receipt of the Plan and this Award. Very truly yours’s Bonus, Print Name: ___________________________ Title:_________________________________ TO: Participant Name RE: Notice of Restricted Stock Unit, Performance Stock Unit Award (Service-Based) This is to notify you that Xxxxxxx Company plc and Bonus Cash Deferral Retirement Policy (the “CompanyRetirement Policy”) and any subsequent amendments, as well as any other Company plan or written employment, severance or similar agreement that has granted you an Award under been or may be executed by the Perrigo Participant and the Company plc 2013 Longor its Subsidiary or Affiliate, and the provisions in such Retirement Policy or agreement concerning the vesting of RSUs in connection with the Participant’s termination of Continuous Service shall supersede any inconsistent or contrary provision in this Agreement. f. This Section 10 does not constitute the Company’s exclusive remedy for the Participant’s violation of any post-Term Incentive Plan (employment obligations owed to the “Plan”)Company, effective as including but not limited to any obligations of Grant Date (the “Grant Date”). This Award consists of service-based restricted stock units. The terms and conditions of this incentive are set forth confidentiality, or restrictive covenants that may exist in the remainder of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the PlanParticipant’s employment agreement.

Forfeiture of RSUs. If the Company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, then (a) if your incentive or equity-based compensation is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002, or (b) if the Committee determines you either knowingly engaged in or failed to prevent the misconduct, or your actions or inactions with respect to the misconduct and restatement constituted gross negligence, you shall (i) be required to reimburse the Company the amount of any payment (including dividend equivalents) relating to any RSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) all outstanding RSUs (including related dividend equivalents) that have not yet been settled shall be immediately forfeited. In addition, Ordinary Shares Common Stock acquired under this Agreement, and any gains or profits on the sale of such Ordinary SharesCommon Stock, shall be subject to any “clawback” or recoupment policy later adopted by the Company. We look forward to your continuing contribution to the growth of the Company. Please acknowledge your receipt of the Plan and this Award. Very truly yours, Print Name: ___________________________ Title:_________________________________ Xxxx X. Xxxxx Executive Vice President & Chief Financial Officer TO: Participant Name «First_Name» «Last_Name» RE: Notice of Restricted Stock Unit Award (Service-Based) This is to notify you that Xxxxxxx Company plc (the “Company”) has granted you an Award under the Perrigo Xxxxxxx Company plc 2013 Long-Term Incentive Plan (the “Plan”), effective as of Grant Date ______________________ (the “Grant Date”). This Award consists of service-based restricted stock units. The terms and conditions of this incentive are set forth in the remainder of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the Plan.

Forfeiture of RSUs. If the Company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, then (a) if your incentive or equity-based compensation is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002, or (b) if the Committee determines you either knowingly engaged in or failed to prevent the misconduct, or your actions or inactions with respect to the misconduct and restatement constituted gross negligence, you shall (i) be required to reimburse the Company the amount of any payment (including dividend equivalents) relating to any RSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) all outstanding RSUs (including related dividend equivalents) that have not yet been settled shall be immediately forfeited. In addition, Ordinary Shares acquired under this Agreement, and any gains or profits on the sale of such Ordinary Shares, shall be subject to any “clawback” or recoupment policy later adopted by the Company. We look forward to your continuing contribution to the growth of the Company. Please acknowledge your receipt of the Plan and this Award. Very truly yours, Print Name: ___________________________ Title:_________________________________ TO: Participant Name «First_Name» «Last_Name» RE: Notice of Restricted Stock Unit Award (Service-Based) This is to notify you that Xxxxxxx Company plc (the “Company”) has granted you an Award under the Perrigo Company plc 2013 Long-Term Incentive Plan (the “Plan”), effective as of Grant Date ______________________ (the “Grant Date”). This Award consists of service-based restricted stock units. The terms and conditions of this incentive are set forth in the remainder of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the Plan.

Forfeiture of RSUs. If (a) For the avoidance of doubt, except as otherwise provided in Section 3(a)(ii) – (iv), if your employment with the Company or an Affiliate terminates at any time before the Vesting Date, any unvested RSUs shall be immediately forfeited as of the date of termination and you will not be entitled to any further payments or benefits with respect to such forfeited RSUs. (b) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the RSUs to vest as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested RSUs. In addition, in the event that (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) a “Forfeiture Event” (as defined in the Clawback Policy) with respect to you occurs or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as a result may be amended from time to time, to the extent necessary to address the requirements of misconductapplicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under as codified in Section 10D of the securities lawsExchange Act, then (a) if your incentive or equity-based compensation is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Xxxxxxxx-Xxxxx Act of 20022002 or any other applicable law), or (b) if the Committee determines you either knowingly engaged in or failed to prevent the misconduct, or your actions or inactions with respect to the misconduct and restatement constituted gross negligence, you shall (i) be required to reimburse the Company the amount of any payment (including dividend equivalents) relating to any RSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) all outstanding RSUs (including related dividend equivalents) that have not yet been settled shall be immediately forfeitedforfeited and canceled. In addition, Ordinary you acknowledge and agree that this Award, including all Shares acquired under delivered to you, if any, pursuant to this Agreement, Award and any gains dividend amounts paid pursuant to Section 6 and any other “Incentive Compensation” (as defined in the Clawback Policy) granted, paid, delivered, awarded or profits on the sale of such Ordinary Shares, shall be otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any “clawback” other recoupment or recoupment clawback policy later adopted by the Company, as may be amended from time to time. We look forward to your continuing contribution For the avoidance of doubt, to the growth of the Company. Please acknowledge your receipt of the Plan and extent permitted by applicable law, this Award. Very truly yours, Print Name: ___________________________ Title:_________________________________ TO: Participant Name RE: Notice of Restricted Stock Unit Award (Service-BasedSection 5(b) This is will cease to notify you that Xxxxxxx Company plc (the “Company”) has granted you an Award under the Perrigo Company plc 2013 Long-Term Incentive Plan (the “Plan”), be effective as a basis for forfeiture, clawback or recoupment of Grant Date (the “Grant Date”). This Award consists of service-based restricted stock units. The terms and conditions any portion of this incentive are set forth in the remainder Award from and after a Change of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the PlanControl.

Forfeiture of RSUs. If the Company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, then (a) if your incentive or equity-based compensation is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002, or (b) if the Committee determines you either knowingly engaged in or failed to prevent the misconduct, or your actions or inactions with respect to the misconduct and restatement constituted gross negligence, you shall (i) be required to reimburse the Company the amount of any payment (including dividend equivalents) relating to any RSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) all outstanding RSUs (including related dividend equivalents) that have not yet been settled shall be immediately forfeited. In addition, Ordinary Shares acquired under this Agreement, and any gains or profits on the sale of such Ordinary Shares, shall be subject to any “clawback” or recoupment policy later adopted by the Company. We look forward to your continuing contribution to the growth of the Company. Please acknowledge your receipt of the Plan and this Award. Very truly yours, Print Name: ___________________________ Title:_________________________________ TO: Participant Name RE: Notice of Restricted Stock Unit Award (Service-Based) This is to notify you that Xxxxxxx Perrigo Company plc (the “Company”) has granted you an Award under the Perrigo Company plc 2013 Long-Term Incentive Plan (the “Plan”), effective as of Grant Date (the “Grant Date”). This Award consists of service-based restricted stock units. The terms and conditions of this incentive are set forth in the remainder of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the Plan.

Forfeiture of RSUs. If (a) Unless the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the Determination Date, your rights with respect to the RSUs shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto. Furthermore, unless the Committee determines otherwise, and except as otherwise provided in Section 3, if the Committee determines on the Determination Date that the Performance Goal has not been achieved, your rights with respect to the RSUs shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto. (b) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the RSUs that would be Remaining RSUs to be treated as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested RSUs or Remaining RSUs, as applicable. In addition, in the event that (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) a “Forfeiture Event” (as defined in the Clawback Policy) with respect to you occurs or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as a result may be amended from time to time, to the extent necessary to address the requirements of misconductapplicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under as codified in Section 10D of the securities lawsExchange Act, then (a) if your incentive or equity-based compensation is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Xxxxxxxx-Xxxxx Act of 20022002 or any other applicable law), or (b) if the Committee determines you either knowingly engaged in or failed to prevent the misconduct, or your actions or inactions with respect to the misconduct and restatement constituted gross negligence, you shall (i) be required to reimburse the Company the amount of any payment (including dividend equivalents) relating to any RSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) all outstanding vested or unvested RSUs (including related dividend equivalents) that have not yet been settled and Remaining RSUs, as applicable, shall be immediately forfeitedforfeited and canceled. In addition, Ordinary Shares acquired under you acknowledge and agree that this AgreementAward, including all RSUs or Remaining RSUs, as applicable, and any gains dividend amounts paid pursuant to Section 6 or, following the Determination Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined in the Clawback Policy) granted, paid, delivered, awarded or profits on the sale of such Ordinary Shares, shall be otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any “clawback” other recoupment or recoupment clawback policy later adopted by the Company, as may be amended from time to time. We look forward to Furthermore, in the event that your continuing contribution employment is terminated for Cause, you will forfeit all outstanding Remaining RSUs. For the avoidance of doubt, to the growth of the Company. Please acknowledge your receipt of the Plan and extent permitted by applicable law, this Award. Very truly yours, Print Name: ___________________________ Title:_________________________________ TO: Participant Name RE: Notice of Restricted Stock Unit Award (Service-BasedSection 5(b) This is will cease to notify you that Xxxxxxx Company plc (the “Company”) has granted you an Award under the Perrigo Company plc 2013 Long-Term Incentive Plan (the “Plan”), be effective as a basis for forfeiture, clawback or recoupment of Grant Date (the “Grant Date”). This Award consists of service-based restricted stock units. The terms and conditions any portion of this incentive are set forth in the remainder Award from and after a Change of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the PlanControl.

Forfeiture of RSUs. If the Company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, then (a) if your incentive or equity-based compensation is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002, or (b) if the Committee determines you either knowingly engaged in or failed to prevent the misconduct, or your actions or inactions with respect to the misconduct and restatement constituted gross negligence, you shall (i) be required to reimburse the Company the amount of any payment (including dividend equivalents) relating to any RSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) all outstanding RSUs (including related dividend equivalents) that have not yet been settled shall be immediately forfeited. In addition, Ordinary Shares Common Stock acquired under this Agreement, and any gains or profits on the sale of such Ordinary SharesCommon Stock, shall be subject to any “clawback” or recoupment policy later adopted by the Company. We look forward to your continuing contribution to the growth of the Company. Please acknowledge your receipt of the Plan and this Award. Very truly yours, Print Name: ___________________________ Title:_________________________________ Xxxx X. Xxxxx Executive Vice President & Chief Financial Officer TO: Participant Name «First_Name» «Last_Name» RE: Notice of Restricted Stock Unit Award (Service-Based) This is to notify you that Xxxxxxx Company plc (the “Company”) has granted you an Award under the Perrigo Xxxxxxx Company plc 2013 Long-Term Incentive Plan (the “Plan”), effective as of Grant Date ______________________ (the “Grant Date”). This Award consists of service-based restricted stock units. The terms and conditions of this incentive are set forth in the remainder of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the Plan.

Forfeiture of RSUs. If a. Subject to Section 10(b), the Company, as a result Participant’s unvested RSUs shall be forfeited to the Company upon the Participant’s termination of misconduct, is required to prepare an accounting restatement due to material noncompliance Continuous Service with the Company and its Subsidiary and Affiliates for any financial reporting requirement under the securities laws, then reason other than (a) if your incentive the Participant’s death or equity-based compensation is subject to automatic forfeiture termination by the Company due to such misconduct and restatement under Disability that occurs prior to the date the RSUs vest as provided in Section 304 of the Xxxxxxxx-Xxxxx Act of 2002, or 3 above; (b) if the Committee determines you either knowingly engaged in Participant’s termination of Continuous Service by the Company or failed to prevent any Subsidiary or Affiliate without Cause or the misconduct, or your actions or inactions with respect Participant’s voluntary termination due to the misconduct and restatement constituted gross negligenceexistence of Good Reason, you shall in either case during the two-year period beginning on the date of a Change in Control, as provided in Section 9 above; or (ic) be required to reimburse in the case of the Chief Executive Officer and/or Tier I Participants, in the event of the Participant’s termination of Continuous Service by the Company without Cause as outlined in the amount of any payment Company’s Management Severance Pay Plan (including dividend equivalents) relating the “Severance Pay Plan”). b. This Section 10 shall be subject to any RSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) provisions of the financial document embodying such financial reporting requirement, Retirement Policy in effect as of the Grant Date and (ii) all outstanding RSUs (including related dividend equivalents) that have not yet been settled shall be immediately forfeited. In addition, Ordinary Shares acquired under any subsequent amendments thereto applicable to this Agreement, and any gains other Company plan or profits on written employment, severance or similar agreement in effect as of the sale Grant Date between the Participant and the Company, and the provisions in such Retirement Policy or agreement concerning the vesting of such Ordinary SharesRSUs in connection with the Participant’s termination of Continuous Service shall supersede any inconsistent or contrary provision of this Section 10. c. Subject to applicable law and the Retirement Policy, and to the extent the Participant is eligible for time-based vesting under the terms of the Retirement Policy, Participant shall be subject forfeit all outstanding RSUs awarded hereunder if Participant engages in any of the non-competition, non-solicitation, and/or non-disparagement obligations set forth in Section IV of the Retirement Policy. d. This Section 10 does not constitute the Company’s exclusive remedy for the Participant’s violation of any post-employment obligations owed to the Company, including but not limited to any “clawback” obligations of confidentiality, or recoupment policy later adopted by restrictive covenants that may exist in the Company. We look forward to your continuing contribution to Participant’s employment agreement, where applicable. e. The Participant acknowledges that the growth Participant’s obligations under this Section 10 are reasonable in the context of the nature of the Company’s business, its strategic and cumulative investments in longstanding client relationships, and the competitive injuries likely to be sustained by the Company if the Participant were to violate such obligations. Please acknowledge your receipt The Participant further acknowledges that this Agreement is made in consideration of, and is adequately supported by, the agreement of the Plan and this Award. Very truly yours, Print Name: ___________________________ Title:_________________________________ TO: Participant Name RE: Notice of Restricted Stock Unit Award (Service-Based) This is Company to notify you that Xxxxxxx Company plc (the “Company”) has granted you an Award perform its obligations under the Perrigo Company plc 2013 Long-Term Incentive Plan (the “Plan”), effective as of Grant Date (the “Grant Date”). This Award consists of service-based restricted stock units. The terms and conditions of this incentive are set forth in the remainder of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have and by other consideration, which the meanings ascribed to such terms under the PlanParticipant acknowledges constitutes good, valuable and sufficient consideration.

Forfeiture of RSUs. If (a) For the avoidance of doubt, except as otherwise provided in Section 3(a)(ii) – (iv), if your employment with the Company or an Affiliate terminates at any time before the applicable Vesting Date, any unvested RSUs shall be immediately forfeited as of the date of termination and you will not be entitled to any further payments or benefits with respect to such forfeited RSUs. (b) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the RSUs to vest as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested RSUs. In addition, in the event that (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) a “Forfeiture Event” (as defined in the Clawback Policy) with respect to you occurs or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as a result may be amended from time to time, to the extent necessary to address the requirements of misconductapplicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under as codified in Section 10D of the securities lawsExchange Act, then (a) if your incentive or equity-based compensation is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Xxxxxxxx-Xxxxx Act of 20022002 or any other applicable law), or (b) if the Committee determines you either knowingly engaged in or failed to prevent the misconduct, or your actions or inactions with respect to the misconduct and restatement constituted gross negligence, you shall (i) be required to reimburse the Company the amount of any payment (including dividend equivalents) relating to any RSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) all outstanding RSUs (including related dividend equivalents) that have not yet been settled shall be immediately forfeitedforfeited and canceled. In addition, Ordinary you acknowledge and agree that this Award, including all Shares acquired under delivered to you, if any, pursuant to this Agreement, Award and any gains dividend amounts paid pursuant to Section 6 and any other “Incentive Compensation” (as defined in the Clawback Policy) granted, paid, delivered, awarded or profits on the sale of such Ordinary Shares, shall be otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any “clawback” other recoupment or recoupment clawback policy later adopted by the Company, as may be amended from time to time. We look forward to your continuing contribution For the avoidance of doubt, to the growth of the Company. Please acknowledge your receipt of the Plan and extent permitted by applicable law, this Award. Very truly yours, Print Name: ___________________________ Title:_________________________________ TO: Participant Name RE: Notice of Restricted Stock Unit Award (Service-BasedSection 5(b) This is will cease to notify you that Xxxxxxx Company plc (the “Company”) has granted you an Award under the Perrigo Company plc 2013 Long-Term Incentive Plan (the “Plan”), be effective as a basis for forfeiture, clawback or recoupment of Grant Date (the “Grant Date”). This Award consists of service-based restricted stock units. The terms and conditions any portion of this incentive are set forth in the remainder Award from and after a Change of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the PlanControl.