Common use of Retention Award Clause in Contracts

Retention Award. In consideration for agreeing to provide the services set forth in Section 3 and for agreeing to the covenants set forth in Section 11, on the Effective Date, the Chairman shall be granted a restricted stock unit award with an aggregate grant date value of $3,000,000 (the “Retention Award”), which award shall vest and be settled in equal annual installments on each of the first three anniversaries of the Effective Date, subject, except as provided in Section 10, to the Chairman’s continued service to the Company under this Agreement and compliance in all material respects with the restrictive covenants set forth in Sections 11(a), 11(b) and 11(c) below (subject to written notice of non-compliance by the Company and reasonable opportunity for the Chairman to cure, if subject to cure), in each case, through the applicable vesting date. The number of shares of the Company’s common stock subject to the Retention Award shall be determined by dividing (a) $3,000,000 by (b) the Fair Market Value (as defined under the Provident New York Bancorp 2012 Stock Incentive Plan (the “Plan”)) of a share of the Company’s common stock on the Effective Date. Except as otherwise provided in this Agreement (including under Section 10 with respect to rights upon certain terminations of employment), the Retention Award shall be subject to the terms and conditions of the Plan and an award agreement issued under the Plan, on a basis that is consistent with this Section 5 and the other applicable terms of this Agreement (for example, disregarding any provision of the Plan relating to the termination of employment or retirement). Notwithstanding the foregoing, if the grant of the Retention Award would exceed the share limits under the Plan or cannot be granted under the Plan for any other reason, the portion of the Retention Award that cannot be granted under the Plan due to such share or other limits shall be granted in the form of cash settled restricted stock units, which cash settled restricted stock units shall otherwise have terms and conditions consistent with those applicable to the portion of the Retention Award granted as stock settled restricted stock units under the Plan. The Company shall satisfy all applicable securities law registration requirements with respect to the Retention Award.

Retention Award. In consideration for agreeing to provide the services set forth in Section 3 and for agreeing to the covenants set forth in Section 11, on the Effective Date, the Chairman Executive shall be granted a restricted stock unit retention award with an aggregate grant date value in the amount of $3,000,000 1,268,234 (the “"Retention Award”"), which award . The Retention Award shall vest and be settled paid part in equal annual installments on each of cash (the first three anniversaries of the Effective Date, subject, except as provided in Section 10, to the Chairman’s continued service to the Company under this Agreement and compliance in all material respects with the restrictive covenants set forth in Sections 11(a), 11(b"Cash Portion") and 11(cpart in phantom partnership units of MPLX LP (the "Equity Portion") below (subject to written notice of non-compliance by the Company and reasonable opportunity for the Chairman to cure, if subject to cure), in each case, through the applicable vesting date. 1. The number Cash Portion of shares of the Company’s common stock subject to the Retention Award shall be determined by dividing equal to the sum of (a) $3,000,000 by (bi) the Fair Market Value employee portion of the Federal Insurance Contribution Act ("FICA") taxes that are due and required to be withheld upon grant of the Retention Award ("FICA Amount") plus, (ii) all income tax withholdings due as a result of the taxable nature of the payment of the FICA Amount (it being understood that the amounts in this subsection (ii) must be calculated iteratively to account for the circular nature of the income tax withholding obligations related to the payment of the FICA Amount and the related income tax withholdings). The Cash Portion shall be timely remitted directly to the relevant taxing authorities. 2. The Equity Portion shall equal the excess of (i) the Retention Award, over (ii) the Cash Portion . The Equity Portion shall consist of phantom partnership units of MPLX LP valued as of the actual grant date. As will be provided in the applicable award agreement, the phantom partnership units and accrued DERS/distributions shall vest and become payable upon Executive's separation from service (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code")) from the applicable Code Section 409A "service recipient" with respect to the Retention Award (as defined under in Treasury Regulation 1.409A­-l(h)(3) for any reason and at any time, except if Executive's separation from service is due to the Provident New York Bancorp 2012 Stock Incentive Plan termination of his employment for Cause (the “Plan”)as defined in Section 4(b) of a share the Prior Agreement, except that the terms "Board," "Company," and "Partnership," as used in Section 4(b) of the Prior Agreement shall mean the Company’s common stock on , as herein defined, or the Effective DateExecutive's employer, as the case may be). Except as otherwise provided in this Agreement (including under Section 10 with respect If Executive's "separation from service" is due to rights upon certain terminations the termination of employment)his employment for Cause, the Retention Award and the phantom partnership units under this Paragraph 3.b.i. shall be forfeited in their entirety. The phantom partnership units contemplated under this Paragraph 3.b.i. shall be subject to the terms and conditions of the Plan and an award agreement issued under the MPLX LP 2012 Incentive Compensation Plan, on a basis that is consistent with this Section 5 attached hereto as Exhibit B, and the other applicable terms award agreement, which shall be similar in form to the MPLX LP 2012 Incentive Compensation Plan Phantom Unit Award Agreement, attached hereto as Exhibit C. For the sake of clarity, it is the intention of the parties that Executive will not incur a "separation from service" for purposes of this Agreement (for exampleParagraph 3.b.i. when or if Executive's employment with MarkWest Hydrocarbon, disregarding any provision of the Plan relating Inc. is transferred to the termination of employment Company or retirementits Affiliates so long as Executive continues to provide sufficient services to MarkWest Energy Partners, L.P. and certain related entities pursuant to Treasury Regulation 1.409A-l(h)(I)(ii). Notwithstanding the foregoing, if the grant of the Retention Award would exceed the share limits under the Plan or cannot be granted under the Plan for any other reason, the portion of the Retention Award that cannot be granted under the Plan due to such share or other limits shall be granted in the form of cash settled restricted stock units, which cash settled restricted stock units shall otherwise have terms and conditions consistent with those applicable to the portion of the Retention Award granted as stock settled restricted stock units under the Plan. The Company shall satisfy all applicable securities law registration requirements with respect to the Retention Award.

Retention Award. (a) In consideration for agreeing addition to provide amounts due and payable to Employee under the services set forth in Section 3 and for agreeing to the covenants set forth in Section 11, on the Effective DateEmployment Agreement, the Chairman shall be granted Company is offering Employee a Retention Award, consisting of [__] restricted stock unit units, as described on Schedule A hereto (the “RSUs”) and a cash bonus award with an in the aggregate grant date value amount of $3,000,000 [__] (the “Cash Bonus Award” and together, with the award of the RSUs, the “Retention Award”), which award subject to applicable tax withholding requirements and the terms of this Agreement. (i) The Cash Bonus Award will be paid to Employee in two equal installments, on September 30, 2021 and June 15, 2022, respectively. (ii) The RSUs shall vest be subject to vesting as set forth on Schedule A hereto. (b) Notwithstanding anything in this Agreement to the contrary, the Retention Award will be earned and be settled in equal annual installments on each become due and payable to Employee upon the Employee’s continued employment with the Company through March 31, 2023, or, if earlier, termination of the first three anniversaries Employee by the Company without Cause (as defined in the Employment Agreement) or resignation by the Employee for Good Reason (as defined in the Employment Agreement) (the earliest of such dates, the “Retention Date”). In the event Employee is terminated by the Company for Cause or Employee resigns without Good Reason, in either case, prior to the Retention Date, (i) Employee’s right to the Cash Bonus Award shall terminate, and Employee shall repay any previously paid portion of the Effective DateCash Bonus Award, subject(for purposes of clarity, except as provided in Section 10such amounts, if repaid, shall be net of applicable federal, state and local tax withholding), to the Chairman’s continued service Company within forty-five (45) calendar days after such termination of employment and (ii) any unvested RSUs as of the date of such termination of employment shall be forfeited and cancelled. The Company may offset any amount owed by Employee to the Company under this Agreement against any compensation otherwise payable to Employee from the Company, consistent with applicable law. By accepting the Cash Bonus Award, Employee agrees and compliance in all material respects with acknowledges that the restrictive covenants set forth in Sections 11(a), 11(bCompany may deduct the amount of the Cash Bonus Award from Employee’s wages or other compensation if Employee’s employment terminates for Cause or following a resignation by Employee without Good Reason as described above prior to the Retention Date. (c) and 11(c) below (subject to written notice of non-compliance If Employee is terminated by the Company and reasonable opportunity for the Chairman to cure, if subject to cure)without Cause, in each caseaccordance with the Employment Agreement, through or resigns for Good Reason, in accordance with the applicable vesting date. The number of shares Employment Agreement, prior to March 31, 2023, then on such date as Employee ceases to be employed by the Company, (i) any unpaid amounts of the Company’s common stock subject Cash Bonus Award not previously paid shall become immediately due and payable to Employee; (ii) any unvested Time-Based RSUs (as defined in Schedule A) shall become fully vested; and (iii) any unvested Milestone-Based RSUs (as defined in Schedule A) shall be forfeited and cancelled. (d) If the Company announces a Change of Control (as specifically defined in section 2.5(b) for a Change of Control event in the Employment Agreement) prior to March 31, 2023, any unpaid amounts of the Cash Bonus Award not previously paid shall be paid to the Employee in a lump sum at the closing of such Change of Control transaction (for purposes of clarity, whether the Employee is terminated or not in connection with such Change of Control); and (ii) the Time-Based RSUs and the Milestone‑Based RSUs shall become fully vested immediately prior to the closing of such Change of Control transaction. (e) Receipt of the Retention Award shall be determined by dividing (a) $3,000,000 by (b) the Fair Market Value (as defined under the Provident New York Bancorp 2012 Stock Incentive Plan (the “Plan”)) of a share of the Companynot affect Employee’s common stock on the Effective Date. Except as otherwise provided in this Agreement (including under Section 10 with respect eligibility to rights upon certain terminations of employment), the Retention Award shall be subject to the terms and conditions of the Plan and an award agreement issued under the Plan, on a basis that is consistent with this Section 5 and the other applicable terms of this Agreement (for example, disregarding any provision of the Plan relating to the termination of employment or retirement). Notwithstanding the foregoing, if the grant of the Retention Award would exceed the share limits under the Plan or cannot be granted under the Plan for receive any other reasonretention, the portion of the Retention Award transition or transaction bonus that cannot may be granted under the Plan due payable to such share or other limits shall be granted in the form of cash settled restricted stock units, which cash settled restricted stock units shall otherwise have terms and conditions consistent with those applicable to the portion of the Retention Award granted as stock settled restricted stock units under the Plan. The Company shall satisfy all applicable securities law registration requirements with respect to the Retention AwardEmployee.

Retention Award. In consideration for agreeing Subject to provide the services set forth Executive’s continued employment in Section 3 and for agreeing to the covenants set forth in Section 11, on good standing from the Effective DateDate through May 31, 2022 (the “Retention Period”), the Chairman shall be granted Company will pay Executive a restricted stock unit one-time retention award with an aggregate grant date value of $3,000,000 140,000 (the “Retention Award”), which award shall vest and be settled in equal annual installments on each subject to applicable tax withholdings. Fifty percent (50%) of the first three anniversaries Retention Award will be paid on February 15, 2022 (the “February 2022 Portion”), and fifty percent (50%) of the Effective DateRetention Award will be paid to Executive within ten (10) days after the completion of the Retention Period. Both such portions of the Retention Award shall become earned upon the completion of the Retention Period. If Executive’s employment terminates for Cause or if Executive voluntarily resigns, subjectin either case prior to completion of the Retention Period, except as provided in Section 10but after receipt of the February 2022 Portion, Executive will be required to repay the February 2022 Portion. Executive acknowledges and agrees that any such repayment of the unearned Retention Award shall be made by Executive no later than thirty (30) days after Executive’s employment ends. It is intended that the Retention Award satisfies, to the Chairmangreatest extent possible, the exemption from the application of Section 409A of the Internal Revenue Code of 1986, as amended provided under Treasury Regulations Section 1.409A-1(b)(4) and in all cases will be paid not later than March 15 of the year following the year in which your right to such amount became vested. 3. The Company and the Executive further agree that this Amendment does not constitute grounds for “Good Reason” pursuant to Section 4(c) or 4(d) of the Executive Agreement, as amended by the Side Letter, or otherwise constitute any trigger for the Company’s continued service payment of any severance benefits to Executive pursuant to the Executive Agreement, as amended by the Side Letter. 4. The Executive will continue to abide by Company under this Agreement rules and compliance in all material respects policies. Executive reaffirms, acknowledges and agrees to continue to comply with the restrictive covenants set forth in Sections 11(a)Confidentiality, 11(b) Non-Hire, Non-Disparagement, and 11(c) below (subject to written notice of non-compliance Work Product Agreement by and between the Company and reasonable opportunity for the Chairman to cureExecutive, if subject to cure)dated as of August 21, in each case2019, through the applicable vesting date. The number of shares and which prohibits unauthorized use or disclosure of the Company’s common stock subject proprietary information, among other obligations. 5. The Executive confirms that he has read this Amendment, understands the terms thereof and has had sufficient opportunity to obtain independent legal advice. 6. Except as modified or amended in this Amendment, no other term or provision of the Executive Agreement or the Side Letter is amended or modified in any respect. The Executive Agreement, and its exhibits, along with the Side Letter and this Amendment, set forth the entire understanding between the parties with regard to the Retention Award shall subject matter hereof and supersedes any prior oral discussions or written communications and agreements. This Amendment cannot be determined modified or amended except in writing signed by dividing (a) $3,000,000 by (b) the Fair Market Value (as defined under the Provident New York Bancorp 2012 Stock Incentive Plan (the “Plan”)) of a share Executive and an authorized officer of the Company’s common stock on the Effective Date. Except as otherwise provided in this Agreement (including under Section 10 with respect to rights upon certain terminations of employment), the Retention Award shall be subject to the terms and conditions of the Plan and an award agreement issued under the Plan, on a basis that is consistent with this Section 5 and the other applicable terms of this Agreement (for example, disregarding any provision of the Plan relating to the termination of employment or retirement). Notwithstanding the foregoing, if the grant of the Retention Award would exceed the share limits under the Plan or cannot be granted under the Plan for any other reason, the portion of the Retention Award that cannot be granted under the Plan due to such share or other limits shall be granted in the form of cash settled restricted stock units, which cash settled restricted stock units shall otherwise have terms and conditions consistent with those applicable to the portion of the Retention Award granted as stock settled restricted stock units under the Plan. The Company shall satisfy all applicable securities law registration requirements with respect to the Retention Award.