Common use of Long-Term Incentive Awards Clause in Contracts

Long-Term Incentive Awards. (i) As soon as practicable (but no later than sixty (60) days) following the Effective Date (the “Date of Grant”), the Board shall establish a Long Term Incentive Plan (such plan, or any successor plan, the “LTIP”) and grant to Employee thereunder: (i) an award of restricted stock units (the “RSUs”) and (ii) an award of performance stock units (the “PSUs,” and collectively with the RSUs, the “Emergence Grant”). The Emergence Grant will be made with respect to a number of shares of Company common stock having a value, based on the equity value implied by the Company’s plan enterprise value determined as of the effective date of its Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, as determined by the Board in good faith, equal to $6,600,000. The Emergence Grant will be allocated between RSUs and PSUs on a basis determined by the Board. The RSUs shall generally vest in one-third increments on each of the first three (3) anniversaries of the Date of Grant, provided Employee remains continuously employed by the Company or an affiliate of the Company through each such vesting date. The PSUs shall vest on the third (3rd) anniversary of the Date of Grant, subject to Employee’s continuous employment and the achievement of the performance metrics determined by the Board and set forth in the applicable grant agreements. (ii) Provided that Employee is employed by the Company on the applicable date of grant, Employee shall be eligible to receive an annual grant under the LTIP with a grant date target value not less than 400% of Employee’s Base Salary as in effect on the applicable date of grant of such award on such terms and conditions as the Board and the Compensation Committee shall determine from time to time. All awards granted to Employee under the LTIP shall be subject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing such awards. For the avoidance of doubt, after the receipt of the Emergence Grant, Employee shall not receive any additional annual grants in the calendar years of 2023, 2024 or 2025. Employee will resume receipt of annual grants under the LTIP in the normal course in calendar year 2026.

Long-Term Incentive Awards. (ia) As soon as practicable (but no later than sixty (60) days) following the Effective Date Executive shall be granted in Fiscal Year 2005 a long-term incentive award with an aggregate target value of $4,500,000.00 (the “Date of GrantIncentive Award”), . $1,800,000.00 of the Board Incentive Award shall establish be granted in the form of a Long target award in that amount pursuant to the terms of the Company’s 1997 Long-Term Incentive Plan (such plan, or any successor plan, the “LTIP”) for the “Performance Period” (as defined in the LTIP) commencing on January 1, 2005 and grant to Employee thereunder: ending on December 31, 2007. $450,000.00 of the Incentive Award shall be granted in the form of a long-term incentive award (inot under the LTIP) an with a target award of restricted stock units (that amount, which shall be earned and payable on terms and conditions identical to those of the “RSUs”) and (ii) an LTIP award of performance stock units (described in the “PSUs,” and collectively with the RSUspreceding sentence. Payment, the “Emergence Grant”). The Emergence Grant will be made if any, with respect to a number each of the awards described in the preceding two sentences shall be made on or before March 30, 2008 in the form of cash, unrestricted shares of Company common stock having a value, based on the equity value implied by the Company’s plan enterprise common stock, $1.00 par value determined as per share (“Shares”), or a combination of the effective date of its Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, cash and Shares as determined by the Board Compensation Committee upon the attainment of the applicable “Performance Measures” (as defined in good faith, equal to $6,600,000the LTIP) for such Performance Period. The Emergence Grant will other $2,250,000.00 of the Incentive Award shall be allocated between RSUs and PSUs on in the form of a basis nonqualified stock option grant made during the first quarter of Fiscal Year 2005 pursuant to the Company’s 2003 Equity Incentive Plan, to purchase such number of Shares as shall be determined by the BoardCommittee as necessary for such stock option grant to have a value of $2,250,000.00, determined in a manner consistent with the valuation methodology followed for other senior executives of the Company. The RSUs stock option grant shall generally vest in one-third increments on each have such vesting, forfeiture and other terms as are applicable to stock options granted to other senior executives of the first three (3) anniversaries of the Date of Grant, provided Employee remains continuously employed by the Company or an affiliate of the Company through each such vesting date. The PSUs shall vest on the third (3rd) anniversary of the Date of Grant, subject to Employee’s continuous employment and the achievement of the performance metrics determined by the Board and set forth in the applicable grant agreementsCompany. (iib) Provided that Employee is employed by Executive shall also participate in the Company LTIP for the Performance Period commencing on January 1, 2003 and ending on December 31, 2005, and for the applicable date Performance Period commencing on January 1, 2004 and ending on December 31, 2006, with a target award for each such Performance Period of grant$1,800,000.00, Employee and with such participation being deemed to have commenced on January 1, 2003 and January 1, 2004, respectively. In addition, Executive shall be eligible for an additional long-term incentive award (not under the LTIP) in respect of each such Performance Period, which shall have a target award of $700,000.00 and which shall be earned and payable on terms and conditions identical to receive an annual grant those of the LTIP award described in the preceding sentence in respect of the same Performance Period. (c) The determination of the portions of any future long term incentive award to be delivered in cash and equity incentive shall be the same for Executive as for other senior executives of the Company. (d) The determination of Executive’s target long-term incentive awards for Performance Periods commencing after January 1, 2005 shall be established by the Compensation Committee based on its determination of Executive’s performance and market levels of compensation for CEOs of comparable size companies, in accordance with procedures used by the Compensation Committee to establish compensation levels for other senior executives of the Company. (e) For purposes of this Agreement, the $450,000.00 target long-term incentive award described in Section 5(a) and the two $700,000.00 target long-term incentive awards described in Section 5(b), and each similar future long-term incentive award which is not granted under the LTIP with a grant date target value not less than 400% because of Employee’s Base Salary as in effect contractual limits on the applicable date level of grant of such award on such terms and conditions awards thereunder, shall be collectively referred to herein as the Board and the Compensation Committee shall determine from time to time. All awards granted to Employee under the “Phantom LTIP shall be subject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing such awards. For the avoidance of doubt, after the receipt of the Emergence Grant, Employee shall not receive any additional annual grants in the calendar years of 2023, 2024 or 2025. Employee will resume receipt of annual grants under the LTIP in the normal course in calendar year 2026Awards.”

Long-Term Incentive Awards. For each calendar year during the Term (icommencing with calendar year 2020), the Company shall provide the Executive with a long-term incentive (“LTI”) As soon award or awards under the Incentive Plan, on such terms as practicable (but the Committee may determine that are no later less favorable than sixty (60those applicable to, and at the same time(s) days) following as, the Effective Date LTI awards granted to the Company’s other Executive-Level Employees, in an aggregate target value on the grant date of not less than $13,500,000 (the “Date of GrantAnnual LTI Target Value”), the Board which shall establish a Long Term Incentive Plan (such plan, or any successor plan, the “LTIP”) and grant to Employee thereunderbe allocated as follows: (i) an award one-half (1/2) of such Annual LTI Target Value will be granted in the form of PRSUs; and (ii) the remaining one-half (1/2) of such Annual LTI Target Value shall be granted in the form of time-based restricted stock units (the “RSUs”). Effective for LTI grants made during calendar year 2021, the Executive’s Annual LTI Target Value shall automatically increase to $14,250,000, and effective for LTI grants made during calendar years beginning on or after January 1, 2022, the Executive’s Annual LTI Target Value shall automatically increase to the greater of (i) $15,000,000 and (ii) an award the then-current median target grant-date value of performance stock units (annual equity incentive awards for Chief Executive Officers in the “PSUs,” and collectively with the RSUsPeer Group, the “Emergence Grant”). The Emergence Grant will be made with respect to a number of shares of Company common stock having a value, based on the equity value implied by the Company’s plan enterprise value determined as of the effective date of its Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, as determined by the Board which in good faith, equal to $6,600,000. The Emergence Grant will each case shall be allocated between PRSUs and RSUs in the same manner as described in the immediately preceding sentence. With respect to sixty percent (60%) of the total time-based RSUs granted to Executive as annual LTI awards during each of calendar years 2020, 2021 and PSUs on a basis determined by 2022 (i.e., thirty percent (30%) of the Board. The total Annual LTI Target Value for each such year), the total length of the vesting schedule of such RSUs shall generally vest in onebe no longer than the median total length of vesting schedules of annual time-third increments on each of the first three (3) anniversaries of the Date of Grant, provided Employee remains continuously employed by the Company or an affiliate of the Company through each such vesting date. The PSUs shall vest on the third (3rd) anniversary of the Date of Grant, subject to Employee’s continuous employment and the achievement of the performance metrics determined by the Board and set forth based equity incentive awards for Chief Executive Officers in the applicable grant agreements. (ii) Provided that Employee is employed by Peer Group at the Company on the applicable date of grant, Employee shall be eligible to receive an annual grant under the LTIP with a grant date target value not less than 400% of Employee’s Base Salary as in effect on the applicable date of grant of time such award on such terms and conditions as the Board and the Compensation Committee shall determine from time to time. All awards RSUs are granted to Employee under the LTIP shall be subject to Executive. In addition, and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing such awards. For for the avoidance of doubt, after and notwithstanding anything in this paragraph 3(e) to the receipt contrary, (x) the mix of such LTI awards (and, as a result of any such different mix or different performance goals, the actual amounts paid under such LTI awards) may be different for the Executive than for other Executive-Level Employees, (y) subject to compliance with the requirements in this paragraph 3(e), the Committee will have discretion to set performance goals, determine payouts, and otherwise make determinations with respect to the Executive’s LTI awards consistent with the underlying LTI award documents, and (z) no LTI awards shall be granted to the Executive during the period commencing on the date on which either the Executive or the Company provides notice of the Emergence Granttermination of the Executive’s employment for any reason, Employee and ending on the date on which the Executive’s employment terminates; provided, however, that solely for purposes of this clause (z), such notice shall not receive be deemed to have been given any additional annual grants in earlier than 115 days prior to the calendar years of 2023, 2024 or 2025. Employee will resume receipt of annual grants under date on which the LTIP in the normal course in calendar year 2026Executive’s employment terminates.

Long-Term Incentive Awards. (i) As soon as practicable (but no later than sixty (60) days) following With respect to each of the Effective Date three-consecutive-fiscal-year periods beginning, respectively, in fiscal year 2010 (the “Date of GrantFirst Performance Period”), the Board shall establish a Long Term Incentive Plan fiscal year 2011 (such plan, or any successor plan, the “LTIPSecond Performance Period”) and grant to Employee thereunder: (i) an award of restricted stock units fiscal year 2012 (the “RSUsThird Performance Period”) and (ii) an award of performance stock units (the each such period shall hereinafter be referred to as a “PSUs,” and collectively with the RSUs, the “Emergence GrantPerformance Period”). The Emergence Grant will , it is expected that the Executive shall receive a long-term incentive award (each such award shall hereinafter be made referred to as a “LTI Award”) with respect to a number value of shares of Company common stock having a value$7 million, based on although the equity value implied by the Company’s plan enterprise value determined as determination of the effective date of its Plan of Reorganization pursuant to Chapter 11 value of the Bankruptcy Codeactual LTI Award made to the Executive shall be in the sole discretion, as determined by the Board exercised in good faith, equal of the Compensation Committee. Fifty percent (50%) of the value of any such LTI Award shall consist of restricted performance share units (“RPSUs”), valued as of the date of grant. Fifty percent (50%) of the value of any such LTI Award shall consist of options to $6,600,000purchase shares of Class A Common Stock of the Corporation (“LTI Options”), which options shall be valued, as of the date of grant, using the Black-Scholes option-pricing model. The Emergence Grant will LTI Award for the First Performance Period shall be allocated between RSUs granted within ten days of the date that this Agreement is executed by the Corporation and PSUs on a basis the Executive. The LTI Awards for the Second and Third Performance Periods shall be granted at the same time as long-term incentive awards are granted to the Corporation’s other senior executives for such Performance Periods, but in no event shall the LTI Awards for the Second and Third Performance Periods be granted later than August 31, 2010 and August 31, 2011, respectively. Subject to the terms of this Agreement, with respect to the RPSUs granted for the First and Second Performance Periods, the Executive shall become 100 percent vested in such RPSUs as of the last day of the respective Performance Period if he remains continuously employed with the Corporation through the end of the applicable Performance Period and the performance goals determined by the BoardCompensation Committee are achieved; with respect to the RPSUs granted for the Third Performance Period, the Executive shall become fully vested in such RPSUs as of March 30, 2013 if he remains continuously employed with the Corporation through such date, with payment with respect to such RPSUs to be made within ten (10) days after the end of the Corporation’s 2014 fiscal year. The RSUs shall generally vest in Subject to the terms of this Agreement, one-third increments of the grant of LTI Options with respect to the First Performance Period shall vest and become exercisable on each of the first three (3) anniversaries of the Date of Grant, provided Employee remains continuously employed by the Company or an affiliate of the Company through each such vesting date. The PSUs shall vest on the third (3rd) anniversary of the Date of Grant, subject to Employee’s continuous employment and the achievement of the performance metrics determined by the Board and set forth in the applicable grant agreements. (ii) Provided that Employee is employed by the Company on the applicable date of grant, Employee provided the Executive remains continuously employed with the Corporation to the applicable vesting date. With respect to the grant of LTI Options for the Second Performance Period, subject to the terms of this Agreement, (A) one-third of such grant of LTI Options shall vest and become exercisable on each of the first two anniversaries of the date of grant, provided the Executive remains continuously employed with the Corporation through such date; and (B) the remaining one-third of such grant of LTI Options shall vest and become exercisable on March 30, 2013, provided the Executive remains continuously employed with the Corporation through such date. With respect to the grant of LTI Options for the Third Performance Period, subject to the terms of this Agreement, (1) one-third of such grant of LTI Options shall vest and become exercisable on the first anniversary of the date of grant, provided the Executive remains continuously employed with the Corporation through such date; (2) an additional one-third of such grant of LTI Options shall vest and become exercisable on March 30, 2013, provided the Executive remains continuously employed with the Corporation through such date; and (3) the remaining one-third of such grant of LTI Options (the “Third Tranche”) shall vest on March 30, 2013 (provided the Executive remains continuously employed with the Corporation through such date), but shall not become exercisable until the last day of the Corporation’s 2014 fiscal year. Except as otherwise provided in this Agreement, LTI Options shall remain exercisable until the seventh anniversary of the date of grant. Subject to the terms of this Agreement, both components of the LTI Award (RPSUs and LTI Options) shall be eligible granted pursuant to receive an annual grant under the LTIP with a grant date target value not less than 400% of Employee’s Base Salary as in effect on the applicable date of grant of such award on such terms and conditions as the Board and the Compensation Committee shall determine from time to time. All awards granted to Employee under the LTIP shall be subject to the terms of the Xxxx Xxxxx Xxxxxx Corporation 1997 Long-Term Stock Incentive Plan, as amended and governed by restated as of August 12, 2004 and amended as of June 30, 2006 and May 21, 2009, or any successor thereto (the “Incentive Plan”). The LTI Award for the First Performance Period shall also be subject to the terms of the Fiscal 2010 - Overview of Stock Options and the Fiscal 2010 - Overview of Cliff Restricted Performance Share Unit Awards to the extent such Fiscal-2010 Overviews are not inconsistent with the Incentive Plan and the provisions of this Agreement. The LTI Awards for the Second and Third Performance Periods shall be subject to terms and conditions no less favorable than the terms and conditions governing long-term incentive awards which are granted to other executives and key management employees of the Corporation, provided such terms are not inconsistent with the Incentive Plan and the provisions of this Agreement. It is understood that the LTIP Compensation Committee reserves the right, in its good faith discretion, to change (i) the Performance Period with respect to LTI Awards and/or (ii) the valuation methodology applicable to LTI Options, provided in any case that the Executive’s LTI Awards are treated in the same manner as similar awards granted to the Corporation’s other senior executives. Except as specifically set forth in effect from time to time and this Section 4(e), the award agreements evidencing such awards. For the avoidance of doubt, after the receipt of the Emergence Grant, Employee Executive shall not receive be granted any additional annual grants in other long-term incentive awards from the calendar years of 2023, 2024 or 2025. Employee will resume receipt of annual grants under Corporation during the LTIP in the normal course in calendar year 2026Term.

Long-Term Incentive Awards. Within fifteen (i15) As soon as practicable (but no later than sixty (60) days) days following the Effective Date (the “Date execution of Grant”)this Agreement, the Board Company shall establish a Long Term Incentive Plan (such plan, or any successor plan, the “LTIP”) and grant to Employee thereunder: (i) an the Executive, under the Incentive Plan, a one-time award of performance-based restricted stock units (the “RSUsPRSUs”) and (ii) an award of performance stock units (the “PSUs,” and collectively with the RSUs, the “Emergence Grant”). The Emergence Grant will be made with respect to a number of shares of Company common stock having a value, based on equal to the equity value implied quotient of $3,000,000 divided by the average closing price of the Company’s plan enterprise value determined as of common stock for the effective date of its Plan of Reorganization pursuant 30 calendar-day period ending five business days prior to Chapter 11 of February 25, 2017, rounded up to the Bankruptcy Codenearest whole share (such PRSUs, as determined by the Board in good faith, equal to $6,600,000“True-Up PRSUs”). The Emergence Grant will be allocated between RSUs and PSUs on a basis determined by the Board. The RSUs shall generally vest in oneTrue-third increments on each of the first three (3) anniversaries of the Date of Grant, provided Employee remains continuously employed by the Company or an affiliate of the Company through each such vesting date. The PSUs shall vest on the third (3rd) anniversary of the Date of Grant, subject to Employee’s continuous employment and the achievement of the performance metrics determined by the Board and set forth in the applicable grant agreements. (ii) Provided that Employee is employed by the Company on the applicable date of grant, Employee shall be eligible to receive an annual grant under the LTIP with a grant date target value not less than 400% of Employee’s Base Salary as in effect on the applicable date of grant of such award on such terms and conditions as the Board and the Compensation Committee shall determine from time to time. All awards granted to Employee under the LTIP Up PRSUs shall be subject to the same vesting schedule and governed by the other terms and provisions of the LTIP as in effect from time conditions (including, without limitation, performance goals) applicable to time and the award agreements evidencing of PRSUs granted to the Executive on February 25, 2017. In addition, for each calendar year during the Term beginning on or after January 1, 2018, the Company shall provide the Executive with a long-term incentive award or awards under the Incentive Plan, on such awardsterms as the Committee may determine that are no less favorable than those applicable to, and at the same time(s) as, the awards granted to the Company’s other Executive-Level Employees, in an aggregate target value on the grant date of not less than $15,000,000 (the “Annual LTI Target Value”), which shall be allocated as follows: (i) $3,000,000 of such Annual LTI Target Value will be granted in the form of PRSUs (such $3,000,000, the “Incremental PRSUs”); and (ii) with respect to the remaining $12,000,000 of such Annual LTI Target Value, (A) one-third of such remaining Annual LTI Target Value (or $4,000,000) shall be granted in the form of time-based restricted stock units (“RSUs”) and (B) two-thirds of such remaining Annual LTI Target Value (or $8,000,000) shall be granted in the form of PRSUs. For the avoidance of doubt, after and notwithstanding anything in this paragraph 3(c) to the receipt contrary, (x) the mix of such awards may be different for the Executive than for other Executive-Level Employees, (y) long term incentive awards granted in accordance with this paragraph 3(c) shall not give rise to a "Good Reason" event as defined in paragraph 4(d)(i) below, and (z) no long-term incentive awards shall be granted to the Executive during the period commencing on the date on which either the Executive or the Company provides notice of the Emergence Granttermination of the Executive’s employment for any reason, Employee and ending on the date on which the Executive’s employment terminates; provided, however, that solely for purposes of this clause (z), such notice shall not receive be deemed to have been given any additional annual grants in earlier than 115 days prior to the calendar years of 2023, 2024 or 2025. Employee will resume receipt of annual grants under date on which the LTIP in the normal course in calendar year 2026Executive’s employment terminates.

Long-Term Incentive Awards. (i) As soon as practicable (but practicable, and no later than sixty thirty (6030) days) , following the Effective Date (the “Date of Grant”)Date, the Board or the Compensation Committee shall establish a grant to Employee under the Company’s 2021 Long Term Incentive Plan (such plan, or any successor plan, the “LTIP”) and grant to Employee thereunder: (i) an award of restricted stock units (the “Initial RSUs”) and (ii) an award of performance stock units (the “Initial PSUs,” ”). The number of Initial RSUs and collectively with the RSUs, number of Initial PSUs shall each be determined by dividing $1,000,000 by the CRC Stock Value (as such term is defined in the form of Performance Stock Unit Award Terms and Conditions attached as Exhibit 10.48 to the Company’s Form 10-K (the “Emergence Form 10-K”) for the fiscal year ended December 31, 2020 (the “PSU Form”)) as of the date of grant of the Initial RSUs and Initial PSUs (the “Date of Grant”). The Emergence Grant will be made with respect to a number of shares of Company common stock having a value, based on the equity value implied by the Company’s plan enterprise value determined as of the effective date of its Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, as determined by the Board in good faith, equal to $6,600,000. The Emergence Grant will be allocated between RSUs and PSUs on a basis determined by the Board. The Initial RSUs shall generally vest in one-third 50% increments on each of the first three (3) two annual anniversaries of the Date of Grant, Grant provided Employee remains continuously employed by the Company or an affiliate of the Company through each such vesting date, and payment with respect to the Initial RSUs shall generally be made on the second annual anniversary of the Date of Grant (or within 45 days thereafter) provided the Initial RSUs become vested. Except as described in Section 7(f)(i)(C), the Initial RSUs shall otherwise be subject to terms and conditions that are generally consistent with the terms and conditions provided in the form of Restricted Stock Unit Award Terms and Conditions attached as Exhibit 10.46 to the Form 10-K. The Initial PSUs shall vest be subject to terms and conditions that are generally consistent with the terms and conditions provided in the PSU Form, except (A) as described in Section 7(f)(i)(C), (B) the “Performance Period” shall begin on the third (3rd) Date of Grant and end on the day immediately preceding the second annual anniversary of the Date of Grant, subject to Employee’s continuous employment and (C) the achievement “Vesting Date” shall be the second annual anniversary of the performance metrics determined by Date of Grant, and (D) the Board and set forth table in Section 4(a) of the PSU Form (including linear interpolation between levels in the applicable grant agreements. (iitable) Provided that Employee is employed by the Company shall be based on the applicable date following: CRC Stock Value Percentage of grant, Employee shall be eligible to receive an annual grant under the LTIP with a grant date target value not less than 400% of Employee’s Base Salary as in effect on the applicable date of grant of such award on such terms and conditions as the Board and the Compensation Committee shall determine from time to time. All awards granted to Employee under the LTIP shall be subject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing such awards. For the avoidance of doubt, after the receipt of the Emergence Grant, Employee shall not receive any additional annual grants in the calendar years of 2023, 2024 or 2025. Employee will resume receipt of annual grants under the LTIP in the normal course in calendar year 2026.PS Units that become Earned PS Units

Long-Term Incentive Awards. (i) As soon as practicable (but no later than sixty (60) days) following the Effective Date On January 25, 2021 (the “Date of Grant”), the Board shall establish a Compensation Committee granted to Employee under the Company’s 2021 Long Term Incentive Plan (such plan, or any successor plan, the “LTIP”) and grant to Employee thereunder: (i) an award of restricted stock units (the “Initial RSUs”) and (ii) an award of performance stock units (the “Initial PSUs,” and collectively with the RSUs, the “Emergence Grant”). The Emergence Grant will be made with respect to a number of shares of Company common stock having a value, based on the equity value implied by the Company’s plan enterprise value determined as of the effective date of its Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, as determined by the Board in good faith, equal to $6,600,000. The Emergence Grant will be allocated between RSUs and PSUs on a basis determined by the Board. The RSUs shall generally vest in one-third increments on each of the first three (3) anniversaries of the Date of Grant, provided Employee remains continuously employed by the Company or an affiliate of the Company through each such vesting date. The PSUs shall vest on the third (3rd) anniversary of the Date of Grant, subject to Employee’s continuous employment and the achievement of the performance metrics determined by the Board and set forth in the applicable grant agreements. (ii) Provided that Employee is employed by the Company on the applicable date of grant, commencing in calendar year 2024, Employee shall be eligible to receive an annual grant long-term incentive awards under the LTIP Company’s 2021 Long Term Incentive Plan (such plan, or any successor plan, the “LTIP”) with a grant date target value not less than 400% of Employee’s Base Salary as in effect on the applicable date of grant of such award on such terms and conditions as the Board and the Compensation Committee shall determine from time to time. All While it is currently anticipated that such annual long-term incentive awards will be in the form of a combination of restricted stock units (40% of the annual award, and vesting in one-third increments on each of the first three anniversaries of the date of grant) and performance stock units (60% of the award, and cliff vesting at the end of a three (3)-year performance period), nothing herein shall be construed to give Employee any rights to any particular type of grant or award except as provided in such award to Employee in writing and authorized by the Board or the Compensation Committee. Unless specifically addressed within this Agreement, all awards granted to Employee under the LTIP (whether prior to or following the Effective Date) shall be subject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing such awards. For the avoidance of doubt, after the receipt of the Emergence Grant, Employee shall not receive any additional annual grants in the calendar years of 2023, 2024 or 2025. Employee will resume receipt of annual grants under the LTIP in the normal course in calendar year 2026.

Long-Term Incentive Awards. (i) As soon as practicable (but no later than sixty (60) days) following an inducement to commence employment with the Company, on the Effective Date Date, you shall be granted (i) options (the “Date Options”) to purchase ordinary shares of GrantAllergan plc, par value $0.0001 per share (the “Ordinary Shares”), having an aggregate grant date value of $6,375,000 (determined based on the Board shall establish Black‑Scholes valuation model assuming each of dividend yield, risk‑free interest rate, and stock price volatility as measured on the date of grant, and as otherwise determined in a Long Term Incentive Plan (such planmanner consistent with the methodology used by Allergan plc in its most recent financial statements), or any successor plan, the “LTIP”) and grant to Employee thereunder: (i) an award of restricted stock units (the “RSUs”) and (ii) an a target award of performance performance‑based restricted stock units in respect of Ordinary Shares (“Performance RSUs”) having an aggregate grant date value of $19,125,000, based the “PSUs,” and collectively with closing price of an Ordinary Share on the RSUs, New York Stock Exchange on the “Emergence Grant”)date of grant. The Emergence Grant will Options and the Performance RSUs shall be made with respect subject to a number of shares of Company common stock having a value, based on the equity value implied such terms and conditions as approved by the Company’s plan enterprise value determined as of the effective date of its Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy CodeCompensation Committee, as determined by well as the Board in good faith, equal Amended and Restated 2013 Incentive Award Plan (as amended from time to $6,600,000. The Emergence Grant will be allocated between RSUs and PSUs on a basis determined by the Board. The RSUs shall generally vest in one-third increments on each of the first three (3time) anniversaries of the Date of Grant, provided Employee remains continuously employed by the Company or an affiliate of the Company through each such vesting date. The PSUs shall vest on the third (3rd) anniversary of the Date of Grant, subject to Employee’s continuous employment and the achievement related Notice of Grant and Signature Page for the performance metrics determined by the Board Options and set forth in the applicable grant agreementsPerformance RSUs. (ii) Provided that Employee is employed by Notwithstanding anything to the Company on contrary contained in the applicable date of grantaward agreements, Employee shall be eligible but subject to receive an annual grant under the LTIP with a grant date target value not less than 400% of Employee’s Base Salary as in effect on the applicable date of grant of such award on such terms and conditions of the Company’s Amended and Restated 2013 Incentive Award Plan, in the event you cease to serve as the Executive Chairman of Allergan plc and instead become a non‑employee member of the Board at any time during the three‑year performance‑vesting period applicable to the Performance RSUs (a “Change in Status”), the Committee and you shall jointly determine in good faith whether the Compensation Committee shall determine from time number of any or all of the following awards that continue to time. All awards granted to Employee under vest despite the LTIP Change in Status shall be subject reduced (but not increased) considering your contributions to Allergan plc during such period: (a) the Performance RSUs and governed by Options awarded to you pursuant to Section 2(c)(i) and (b) any unvested stock options and restricted stock units awarded to you in March 2014 pursuant to your employment agreement with the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing such awards. For the avoidance of doubtCompany dated November 12, after the receipt of the Emergence Grant, Employee shall not receive any additional annual grants in the calendar years of 2023, 2024 or 2025. Employee will resume receipt of annual grants under the LTIP in the normal course in calendar year 20262012.

Long-Term Incentive Awards. (a) Executive shall remain eligible to receive long-term [performance share awards for generation/business services company executives /or/ performance cash awards for utility executives] under Exelon’s long-term incentive program for the performance cycles commencing in the year in which the Termination Date occurs and the two preceding years to the extent provided under the terms and conditions of the program in effect at the time of grant, and the respective payout amounts (if any) of which shall be determined in a manner consistent with that used to determine the amounts of such awards payable to active executives for such respective periods, and each such award shall be payable at the time or times such respective awards are paid to active executives and considered a separate, short-term deferral for purposes of section 409A of the Code; and (b) Executive’s options to purchase common stock of Exelon granted by the Company shall, to the extent not exercised as of the Termination Date, remain exercisable until the (i) As soon as practicable (but no later the earlier of the respective expiration dates of such options and the date that is ninety days after the Termination Date with respect to merger options other than sixty (60) days) following those granted in 2012 if the Effective Date (the “Date Executive has not attained at least age 50 and completed at least 10 years of Grant”)service, the Board shall establish a Long Term Incentive Plan (such plan, or any successor plan, the “LTIP”) and grant to Employee thereunder: (i) an award of restricted stock units (the “RSUs”) and (ii) an award until the respective expiration dates of performance stock units (the “PSUs,” and collectively with the RSUs, the “Emergence Grant”). The Emergence Grant will be made such options with respect to a number merger options granted in 2012 and other options if the Executive is at least age 50 and has completed 10 or more years of shares of Company common stock having a value, based on the equity value implied by the Company’s plan enterprise value determined as of the effective date of its Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, as determined by the Board in good faith, equal to $6,600,000. The Emergence Grant will be allocated between RSUs and PSUs on a basis determined by the Board. The RSUs shall generally vest in one-third increments on each of the first three (3) anniversaries of the Date of Grant, provided Employee remains continuously employed by the Company or an affiliate of the Company through each such vesting date. The PSUs shall vest on the third (3rd) anniversary of the Date of Grant, subject to Employee’s continuous employment and the achievement of the performance metrics determined by the Board and set forth in the applicable grant agreements.service; and (iic) Provided that Employee is employed by the Company on the applicable date non-vested portions of grant, Employee shall be eligible to receive an annual grant Executive’s [restricted stock unit for generation and business services company executives /or/ restricted cash for utility executives] awards under the LTIP with a grant date target value not less than 400% of EmployeeExelon’s Base Salary as long term incentive program in effect on the applicable date of grant of such award on such shall vest to the extent provided under the terms and conditions of the program as of the Board Termination Date [and, with respect to named executive officers and other “specified employees”, payable six months after the Compensation Committee shall determine from time to timeTermination Date]. All such awards granted to Employee under the LTIP payable in shares shall be subject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing such awards. For the avoidance of doubtCompany’s applicable resale restrictions, after the receipt of the Emergence Grant, Employee shall not receive any additional annual grants in the calendar years of 2023, 2024 or 2025. Employee will resume receipt of annual grants under the LTIP in the normal course in calendar year 2026if any.

Long-Term Incentive Awards. The Board may grant the Executive a long-term incentive (i“LTI”) As soon as practicable award for each of the four calendar years covered by this Agreement, based on the achievement of the performance goals described in Exhibit 2 hereto. In the case of calendar years 2011 and 2012, the performance period will be the entire calendar year. In the case of calendar year 2013, the performance period for the TSR goal will be the period beginning on January 1, 2012, and ending on December 31, 2013, and the performance period for the other goals will be calendar year 2013. In the case of calendar year 2014, the performance period for the TSR goal will be the period beginning on January 1, 2012, and ending on December 31, 2014, and the performance period for the other goals will be calendar year 2014. The Board in its discretion, and following consultation with the Executive, may annually modify the performance goals set forth in Exhibit 2, with any such modified version of Exhibit 2 to be provided to the Executive within 90 days following the start of the new calendar year. The performance goals described in Exhibit 2 to this Agreement have been incorporated into the WGI 2010 Stock Plan, and the WGI 2010 Stock Plan has been approved by the Compensation Committee, the Board and the stockholders of WGI. Any LTI awards made under this Section 4.3 may be made in any form allowed by the WGI 2010 Stock Plan. The Executive’s target annual long-term incentive award under this Section 4.3 for calendar years 2011, 2012 and 2014 shall be $4 million and his maximum annual long-term incentive award shall be $8 million. The Executive’s target annual long-term incentive award under this Section 4.3 for calendar year 2013 shall be $3 million and his maximum annual long-term incentive award shall be $6 million. The Board, based on achievement of the performance goals set forth in Exhibit 2 and/or the WGI 2010 Stock Plan, shall determine the amount of the annual LTI Award that the Executive has earned. At the end of a calendar year and based on the extent of achievement of such performance goals, the Board shall have discretion to determine the amount (but from zero to the target for such calendar year or, for maximum achievement of performance goals, up to the maximum for such calendar year) of the annual LTI award earned by the Executive. Any such decision by the Board shall be made no later than sixty (60) days) March 10 following the Effective Date calendar year during which the subject LTI award was awarded. Should the Executive not earn all or part of the annual LTI award that he could have earned for a particular calendar year, the unearned part shall be forever forfeited and shall never vest. The annual LTI awards described in this Section 4.3, to the extent earned, shall vest as follows: 2011 Annual LTI Award 1/3 of any earned amount vests on March 15, 2012 1/3 of any earned amount vests on March 15, 2013 1/3 of any earned amount vests on March 15, 2014 2012 Annual LTI Award 1/3 of any earned amount vests on March 15, 2013 1/3 of any earned amount vests on March 15, 2014 1/3 of any earned amount vests on March 15, 2015 2013 Annual LTI Award 1/3 of any earned amount vests on March 15, 2014 1/3 of any earned amount vests on March 15, 2015 1/3 of any earned amount vests on March 15, 2016 2014 Annual LTI Award 1/3 of any earned amount vests on March 15, 2015 1/3 of any earned amount vests on March 15, 2016 1/3 of any earned amount vests on March 15, 2017 To the extent that an annual LTI award is paid partly or wholly in cash, any cash payment earned shall be paid to the Executive on March 15 of the calendar year in which the award vests (or if March 15 falls on a Saturday or Sunday, then on the last day prior to March 15 that is not a Saturday). If, prior to January 1, 2015, the Executive voluntarily resigns from the Corporation (other than based on Good Reason), or if his employment is Terminated for Cause, any unvested LTI award shall be forfeited. After January 1, 2015 (the expiration date of this Agreement), the Executive’s voluntary resignation from the Corporation shall not prevent the Executive from receiving, on the scheduled vesting date, any LTI award that was not previously forfeited. A proforma illustrating the application of the LTI awards that may be granted under this Section 4.3 is attached as Exhibit 3. In addition to the 2014 LTI Award, the Executive will be eligible for an additional award of $1 million for identification or recruitment of an appropriate successor to the Executive in his capacity as President and Chief Executive Officer of WGI and the Corporation (the “Date of GrantSuccession Award”). The Succession Award shall be payable to the Executive if, on any date between July 1, 2014 and December 31, 2014 (the “Certification Date”), the Board shall establish a Long Term Incentive Plan (such plan, or any of Directors of WGI certifies that an appropriate successor plan, to the “LTIP”) and grant to Employee thereunder: (i) an award of restricted stock units (the “RSUs”) and (ii) an award of performance stock units (the “PSUs,” and collectively with the RSUs, the “Emergence Grant”). The Emergence Grant will be made with respect to a number of shares of Company common stock having a value, based on the equity value implied Executive has been identified by the Company’s plan enterprise value determined as of the effective date of its Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, as determined by the Board in good faith, equal to $6,600,000. The Emergence Grant will be allocated between RSUs Executive and PSUs on a basis determined accepted by the Board. If earned, the Succession Award shall be payable solely in shares of WGI stock in the form of a stock award under the WGI 2010 Stock Plan, which shall be fully vested on the Certification Date. The RSUs number of shares comprising the Succession Award shall generally vest be equal to the number of shares determined by dividing $1 million by the closing price of WGI common stock on the New York Stock Exchange on the Certification Date. Any shares payable in one-third increments on each respect of the first three Succession Award (3) anniversaries of the Date of Grant“Succession Shares”), provided Employee remains continuously employed by shall be delivered to the Company or an affiliate of the Company through each such vesting date. The PSUs shall vest Executive on the third Certification Date, or, if insufficient shares are available at such time under the WGI 2010 Stock Plan, as soon as practicable thereafter. Executive acknowledges that withholding taxes will be due on the Succession Award on the Certification Date. Executive may satisfy the withholding requirement, in whole or in part, by having WGI withhold Succession Shares having a Fair Market Value (3rd) anniversary of the Date of Grant, subject to Employee’s continuous employment and the achievement of the performance metrics determined by the Board and set forth as defined in the applicable grant agreements. (iiWGI 2010 Stock Plan) Provided that Employee is employed by the Company on the applicable date of grant, Employee shall the tax is to be eligible determined equal to receive an annual grant under the LTIP with a grant date target value not less than 400% of Employee’s Base Salary as in effect minimum statutory total tax which could be withheld on the applicable date of grant of such award on such terms and conditions as transaction. Any Succession Shares received pursuant to the Board and the Compensation Committee shall determine from time to time. All awards granted to Employee under the LTIP Succession Award shall be subject to the following transfer restrictions: During the period beginning with the Certification Date and governed by ending on the terms and provisions second anniversary of the LTIP as in effect from time to time Certification Date, the Executive shall not directly or indirectly, sell or otherwise transfer (collectively, “Transfer”), all or any portion of the Succession Shares, other than by means of a Transfer that occurs (i) during the period between the Certification Date and the award agreements evidencing such awards. For the avoidance of doubt, after the receipt first anniversary of the Emergence GrantCertification Date which, Employee when combined with all other Transfers of Succession Shares during such period does not exceed in the aggregate one-third of the Succession Shares or (ii) during the period between the first anniversary of the Certification Date and the second anniversary of the Certification Date which, when combined with all other Transfers of Succession Shares since the Certification Date does not exceed in the aggregate two-thirds of the Succession Shares. Any Transfer or purported Transfer made in violation of the foregoing transfer restrictions shall be null and void, and WGI shall not receive be required to record any additional annual grants such Transfer or purported Transfer in its books and records or to recognize the purported transferee of such Succession Shares as a stockholder. Executive consents to WGI making a notation on its books and records and giving instructions to any transfer agent of the Succession Shares in order to implement the restrictions on Transfer established in this Agreement. Each certificate representing Succession Shares may be stamped or otherwise imprinted with legends substantially in the calendar years following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF AN EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. THE EMPLOYMENT AGREEMENT CONTAINS RESTRICTIONS ON THE SALE OR TRANSFER OF SUCH SECURITIES.” WGI shall remove such portion of 2023, 2024 or 2025. Employee will resume receipt of annual grants under the LTIP foregoing legend as is appropriate in the normal course circumstances from any Succession Shares as promptly as practicable upon request to enable Transfers permitted hereunder. As to any award granted or earned under this Section 4.3, other than the Succession Award which shall be solely in calendar year 2026the form of WGI stock, the Compensation Committee, in its sole discretion, may determine what percent of the award shall be in cash and what percent shall be in the form of equity in WGI or in an equity-based form based on WGI stock, and, if the method of payment is equity in WGI or an equity-based form, whether such payment shall be made by restricted stock, unrestricted stock, stock options, stock appreciation rights, or some other form of equity in WGI. No later than March 12 of 2012, 2013, 2014 and 2015, the Board shall provide the Executive with a letter specifying the percentage of stock (and type of stock grant and the percentage of each type of stock grant included in the award, if more than one type is included) and the percentage of cash in any LTI award that he earned based on the previous year.” (c) Section 12.1 of the Employment Agreement is hereby amended and restated in its entirety to read as follows: