Common use of Performance Awards Clause in Contracts

Performance Awards. (a) The Committee may determine to make any Award under the Plan contingent upon the satisfaction of any conditions related to the performance of the Holding Company, an Affiliate of the Participant. Each Performance Award shall be evidenced in the Award Agreement, which shall set forth the applicable conditions, the maximum amounts payable and such other terms and conditions as are applicable to the Performance Award. Unless otherwise determined by the Committee, each Performance Award shall be granted and administered to comply with the requirements of Section 162(m) of the Code and subject to the following provisions: (b) Any Performance Award shall be made not later than 90 days after the start of the period for which the Performance Award relates and shall be made prior to the completion of 25% of such period. All determinations regarding the achievement of any applicable conditions will be made by the Committee. The Committee may not increase during a year the amount of a Performance Award that would otherwise be payable upon satisfaction of the conditions but may reduce or eliminate the payments as provided for in the Award Agreement. (c) Nothing contained in the Plan will be deemed in any way to limit or restrict the Committee from making any Award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect. (d) A Participant who receives a Performance Award payable in Common Stock shall have no rights as a shareholder until the Company Stock is issued pursuant to the terms of the Award Agreement. The Common Stock may be issued without cash consideration. (e) A Participant's interest in a Performance Award may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered. (f) No Award or portion thereof that is subject to the satisfaction of any condition shall be distributed or considered to be earned or vested until the Committee certifies in writing that the conditions to which the distribution, earning or vesting of such Award is subject have been achieved.

Performance Awards. This paragraph 10.16 shall apply where: (ai) The Committee may determine a Transferred Employee would, in the ordinary course of business, have been granted a share-based award pursuant to make any Award under a share-based incentive scheme operated by the Plan contingent upon relevant Seller or another member of the satisfaction relevant Seller’s Group on the basis of any conditions related performance criteria linked to the relevant Seller’s Group’s 2014 financial year (which may, for the avoidance of doubt, be business and/or individual performance of the Holding Companycriteria and assessment) (each a “2014 Performance Award”), an Affiliate of the Participant. Each Performance Award shall be evidenced in the Award Agreement, which shall set forth the applicable conditions, the maximum amounts payable and such other terms and conditions as are applicable (ii) Closing occurs prior to the grant of such 2014 Performance Award. Unless otherwise determined As soon as practicable following Closing (and, in any event, by the Committee, later of 30 days from the Closing Date and 30 days from the date when the value of each 2014 Performance Award has been determined), the relevant Seller shall notify the Purchaser (and, where the relevant Seller is Novartis, shall also notify GlaxoSmithKline) in writing of the value of each 2014 Performance Award and under which share-based incentive plan operated by the relevant Seller’s Group the related 2014 Performance Award would have been granted. As soon as practicable following the receipt of such notice (and, in any event, by the later of 30 days from the receipt of such notice and 30 days from the first date following the receipt of such notice when the granting of share-based awards is not prevented by dealing restrictions, subject in both cases to the relevant plan rules and any applicable law), GlaxoSmithKline (or member of GlaxoSmithKline’s Group) shall grant each relevant Transferred Employee a share-based award over shares in the capital of GlaxoSmithKline substantially equal in value (valued as at the date of grant) to the value of the 2014 Performance Award which would have been granted but for the occurrence of Closing. Such 2014 Performance Awards shall be granted and administered to comply with the requirements of Section 162(m) of the Code and subject to the following provisions: (b) Any Performance Award shall be made not later than 90 days after the start of the period for which the Performance Award relates and shall be made prior to the completion of 25% of such period. All determinations regarding the achievement of any applicable conditions will be made by the Committee. The Committee may not increase during a year the amount of a Performance Award that would otherwise be payable upon satisfaction of the conditions but may reduce or eliminate the payments as provided for in the Award Agreement. (c) Nothing contained in the Plan will be deemed in any way to limit or restrict the Committee from making any Award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect. (d) A Participant who receives a Performance Award payable in Common Stock shall have no rights as a shareholder until the Company Stock is issued pursuant to the terms rules of whichever share-based incentive plan operated by GlaxoSmithKline’s Group at the Award Agreement. The Common Stock may be issued without cash consideration. (e) A Participant's interest in a Performance Award may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered. (f) No Award or portion thereof that is subject time of grant GlaxoSmithKline considers most closely aligned to the satisfaction of any condition shall be distributed or considered to be earned or vested until share-based incentive plan operated by the Committee certifies in writing that the conditions relevant Seller’s Group pursuant to which the distribution, earning or vesting of such related 2014 Performance Award is subject would have been achieved.granted. In such cases:

Performance Awards. (a) The Committee may determine to make any Award under the Plan contingent upon the satisfaction achievement of a Performance Goal or any conditions related to the performance combination of the Holding Company, an Affiliate of the ParticipantPerformance Goals. Each Performance Award shall be evidenced in the Award Agreement, which shall set forth the Performance Goals applicable conditionsto the Award, the maximum amounts payable and such other terms and conditions as are applicable to the Performance Award. Unless otherwise determined by the Committee, each Each Performance Award shall be granted and administered to comply with the requirements of Section 162(m) of the Code and subject to in a manner consistent with the following provisions:provisions of Section 23 of the Plan. (b) Any Performance Award shall be made not later than 90 days after the start of the period for which the Performance Award relates and shall be made prior to the completion of 25% of such period. All determinations regarding the achievement of any applicable conditions Performance Goals will be made by the Committee. The Committee may not increase during a year the amount of a Performance Award that would otherwise be payable upon satisfaction achievement of the conditions Performance Goals but may reduce or eliminate the payments as provided for in the Award Agreement. (c) Nothing contained in the Plan will be deemed in any way to limit or restrict the Committee from making any Award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect. (d) A Participant who receives a Performance Award payable in Common Stock shall have no rights as a shareholder until the Company Stock is issued pursuant to the terms of the Award Agreement. The Common Stock may be issued without cash consideration. (e) A Participant's interest in a Performance Award may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered. (f) No Award or portion thereof that is subject to the attainment or satisfaction of any a condition or Performance Goal shall be distributed or considered to be earned or vested until the Committee certifies in writing that the conditions or Performance Goal to which the distribution, earning or vesting of such Award is subject have has been achieved.

Performance Awards. (aAs reflected in the offer letter described in Paragraph 12(i) The Committee may determine below, during the Employment Period, to make any Award the extent the Company’s executives are eligible for such awards, the Executive shall be eligible for equity-based performance awards under the Plan contingent LTIP subject to such conditions and restrictions as the Company shall determine that, upon achievement of Company targets set by the satisfaction of any conditions related to the performance Compensation Committee of the Holding CompanyBoard of Directors, an Affiliate would have a target value of 65% of the ParticipantExecutive’s Annual Base Salary.” 6. Each Performance Award shall be evidenced in the Award Agreement, which shall set forth the applicable conditions, the maximum amounts payable and such other terms and conditions as are applicable to the Performance Award. Unless otherwise determined by the Committee, each Performance Award shall be granted and administered to comply with the requirements The first sentence of Section 162(mParagraph 5(b) of the Code and subject Employment Agreement is hereby amended to read as follows: “Notwithstanding any severance plan or policy generally in effect during the Employment Period for employees of the Company or its subsidiaries, if, during the Employment Period, the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, then, in addition to the following provisionsObligations to be paid or provided to the Executive as provided in Paragraph 5(a) above, but conditioned upon the Executive’s execution (and, if applicable, non-revocation) of Exhibit A (the ‘Release’) the Company shall provide the Executive with the payments and benefits described below in this Paragraph 5(b). Notwithstanding the foregoing, the Company’s obligation to pay or provide the payments and benefits in this Paragraph 5(b) shall cease immediately on the sixtieth (60th) day after the Executive’s Date of Termination unless the Executive has executed (and, if applicable, does not subsequently revoke) the Release and returned the executed Release to the Company on or before the fiftieth (50th) day after the Date of Termination.” 7. Paragraph 5(b)(ii) of the Employment Agreement is hereby amended to read as follows: “(ii) for the period commencing on the Date of Termination and concluding twelve (12) months after the Date of Termination (the ‘Coverage Period’), the Company shall pay to the Executive, on a monthly basis, a cash amount equal to the full cost of COBRA continuation coverage with respect to the medical and dental benefits described in Paragraph 3(b)(vi) covering the Executive and his spouse and eligible dependents (collectively, the ‘Welfare Benefits’); provided, however, that the Coverage Period shall cease when the Executive becomes eligible for medical and/or dental coverage benefits from a subsequent employer.” 8. A new Paragraph 12(i) is hereby added to the Employment Agreement to read as follows: (bi) Any Performance Award This Agreement, as amended from time to time, constitutes the entire agreement of the parties with respect of the subject matter hereof and supersedes any prior agreements regarding the subject matter hereof, including, but not limited to, the offer letter from the Company to the Executive dated May 14, 2010.” 9. The last sentence of Paragraph 1 of Exhibit B is hereby amended to read as follows: “For purposes of reducing the Payments to the Safe Harbor Cap, the Payments that shall be made not later than 90 days after reduced shall be those that provide Employee the start best economic benefit, and to the extent any Payments are economically equivalent, each shall be reduced pro rata.” 10. Except as otherwise set forth in this Amendment, the terms of the period for which the Performance Award relates and Employment Agreement shall be made prior to the completion of 25% of such period. All determinations regarding the achievement of any applicable conditions will be made by the Committee. The Committee may not increase during a year the amount of a Performance Award that would otherwise be payable upon satisfaction of the conditions but may reduce or eliminate the payments as provided for in the Award Agreement. (c) Nothing contained in the Plan will be deemed in any way to limit or restrict the Committee from making any Award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter continue in effect. (d) A Participant who receives a Performance Award payable in Common Stock shall have no rights as a shareholder until the Company Stock is issued pursuant to the terms of the Award Agreement11. The Common Stock This Amendment may be issued without cash consideration. (e) A Participant's interest executed in a Performance Award may not be soldone or more parts, assignedincluding by electronic mail or facsimile, transferred, pledged, hypothecated, or otherwise encumbered. (f) No Award or portion thereof that is subject to the satisfaction each of any condition which shall be distributed or considered deemed to be earned or vested until an original, but all of which together will constitute one and the Committee certifies in writing that the conditions to which the distribution, earning or vesting of such Award is subject have been achievedsame Agreement.