Common use of Retirement Benefits Clause in Contracts

Retirement Benefits. The Executive shall receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successor) as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder of the Contract Term without change from the date of the Change in Control; (ii) the Executive had continued to be employed for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) the Executive was fully vested in all benefits under the Retirement Plans on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11.

Retirement Benefits. The Executive will be entitled to receive retirement benefits as provided herein, so that the total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successornot include severance plans) as of the Termination Date, Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder employ of the Contract Term without change from Corporation for 36 months following the date of the Change Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall be inclusive of and shall not be in Control; addition to any period of service credited under any severance plan of the Corporation). The benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection shall equal the excess of (ii1) the retirement benefits that would be paid to the Executive or the Executive’s beneficiaries, under all retirement plans of the Corporation in which the Executive participates if (A) the Executive had continued to be employed for were fully vested under such plans, (B) the remainder of 36 month period (or the Contract Term; (iiiperiod until the Executive’s Retirement, if less) subject to generally applicable Plan limitations, following the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf date of the Executive; ’s termination were added to the Executive’s credited service under such plans, (ivC) the terms of such plans were those most favorable to the Executive was fully vested in all benefits under effect at any time during the Retirement Plans period commencing prior to the Change of Control and ending on the date of Notice of Termination Date; and (vor on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s Compensation taken into account highest average annual compensation as defined under such retirement plans and was calculated as if the Retirement Plans included Executive had been employed by the Corporation for a 36 month period (1) or the period until the Executive’s annual base Retirement, if earlier) following the date of the Executive’s termination and had the Executive’s compensation in effect immediately prior during such period been equal to the Termination Date Executive’s compensation used to calculate the Executive’s benefit under subsections 4(a), 4(b), and 4(c); over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) retirement benefits that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually are payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on or the Executive’s Investment Plan Benefit beneficiaries under all retirement plans of the Corporation in which the Executive participates. These retirement benefits specified in this subsection are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code, and shall be determined on payable solely from the basis general assets of the discount rate described Corporation. These retirement benefits shall be payable at the time and in Section 11the manner provided in the applicable retirement plans to which they relate.

Retirement Benefits. The Executive shall receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successor) as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The If the Executive's employment should terminate under such circumstances as entitle the Executive to receive payments pursuant to section 3(b) hereof, then, notwithstanding such termination, the Executive shall be deemed to continue as an active employee participant in the Corporation's pension plan for salaried employees, and the benefits described in section ▇.▇.▇▇.(b) below payable to him, his surviving spouse or contingent annuitant shall be calculated assuming: as if he had been continuously employed by the Corporation for those years (including parts thereof) subsequent to the Date of Termination and prior to the earlier of (i) three years subsequent to the Date of Termination, and (ii) the Executive's death or attainment of age 65 (or, if earlier, the age agreed to by the Executive pursuant to any prior arrangement), at the covered remuneration set forth in the following sentences of this subsection. The covered remuneration for any part of a year remaining after the Date of Termination shall equal the number of months remaining in such year times the sum determined pursuant to section 3(b)(iv)(B) hereof and divided by twelve. The covered remuneration for the first full credited year following the Date of Termination shall equal the sum determined pursuant to section 3(b)(iv)(B) hereof. The covered remuneration for the first full credited year after the first full credited year shall equal the sum of (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, covered remuneration for the “Retirement Plans”) had continued during the remainder of the Contract Term without change from the date of the Change in Control; immediately preceding year plus (ii) the Executive had continued to be employed product of the Annual Salary Adjustment percentage for such credited years times the covered remuneration for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years immediately preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) the Executive was fully vested in all benefits under the Retirement Plans on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Termyear. (b) The payment shall equal If for any reason whether by law or the aggregate present value (calculated using terms of the discount rate Corporation's pension plan, such pension plan cannot either use the above credited years of service and remuneration above described in section 11subsection 5(a) for purposes of the Executive's pension benefits described in (i)including surviving spouse and contingent annuitant benefits) or cannot pay the full amount of benefits which would result from the foregoing subsections, (ii), (iii) and (iv) below minus then the aggregate present value (calculated using Corporation hereby contractually agrees to pay the discount rate described in section 11) of the benefits actually payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: difference between (i) the benefit that benefits which would have be payable if the pension plan had been paid able to pay such benefits based upon the Executive under the Retirement Income Security Plancredited years of service and covered remuneration above described in subsection 5(a), if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus and (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been benefits, if any, actually paid to the Executive under Executive, his surviving spouse or contingent annuitant by the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Planpension plan. The hypothetical earnings that would have been credited on Corporation shall not be required to fund its obligation to pay the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11foregoing difference.

Retirement Benefits. The Executive will be entitled to receive retirement benefits as provided herein, so that the total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successornot include severance plans) as of the Termination Date, Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder employ of the Contract Term without change from Corporation for 36 months following the date of the Change Executive's termination or until the Executive's Retirement, if earlier (provided that such additional period shall be inclusive of and shall not be in Control; (ii) addition to any period of service credited under any severance plan of the Corporation). The benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive had continued to be employed for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of or the Executive; (iv) 's beneficiaries under this subsection shall equal the Executive was fully vested in all benefits under the Retirement Plans on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included excess of (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts retirement benefits that would be paid to the Executive or the Executive's beneficiaries, under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes all retirement plans of the Retirement Plans Corporation in which the Executive participates if (A) the Executive had continued to be employed for were fully vested under such plans, (B) the remainder 36-month period (or the period until the Executive's Retirement, if less) following the date of the Contract Term. (b) The payment shall equal Executive's termination were added to the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i)Executive's credited service under such plans, (ii), (iiiC) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) terms of the benefits actually payable such plans were those most favorable to the Executive under in effect at any time during the Retirement Income Security Plan period commencing prior to the Change of Control and Investment Plan Supplement: ending on the date of Notice of Termination (ior on the date employment is terminated if no Notice of Termination is required), and (D) the benefit that would have Executive's highest average annual compensation as defined under such retirement plans and was calculated as if the Executive had been paid employed by the Corporation for a 36-month period (or the period until the Executive's Retirement, if earlier) following the date of the Executive's termination and had the Executive's compensation during such period been equal to the Executive under the Retirement Income Security Plan, if he had elected Executive's compensation used to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on calculate the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11.'s benefit under subsections 4(a), 4(b), and 4(c); over

Retirement Benefits. The Executive will be entitled to receive retirement benefits as provided herein, so that the total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successornot include severance plans) as of the Termination Date, Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder employ of the Contract Term without change from Corporation for 36 months following the date of the Change Executive's termination or until the Executive's Retirement, if earlier (provided that such additional period shall be inclusive of and shall not be in Control; (ii) addition to any period of service credited under any severance plan of the Corporation). The benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive had continued to be employed for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of or the Executive; (iv) 's beneficiaries under this subsection shall equal the Executive was fully vested in all benefits under the Retirement Plans on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included excess of (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts retirement benefits that would be paid to the Executive or the Executive's beneficiaries, under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes all retirement plans of the Retirement Plans Corporation in which the Executive participates if (A) the Executive had continued to be employed for were fully vested under such plans, (B) the remainder 36-month period (or the period until the Executive's Retirement, if less) following the date of the Contract Term. (b) The payment shall equal Executive's termination were added to the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i)Executive's credited service under such plans, (ii), (iiiC) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) terms of the benefits actually payable such plans were those most favorable to the Executive under in effect at any time during the Retirement Income Security Plan period commencing prior to the Change of Control and Investment Plan Supplement: ending on the date of Notice of Termination (ior on the date employment is terminated if no Notice of Termination is required), and (D) the benefit that would have Executive's highest average annual compensation as defined under such retirement plans and was calculated as if the Executive had been paid employed by the Corporation for a 36-month period (or the period until the Executive's Retirement, if earlier) following the date of the Executive's termination and had the Executive's compensation during such period been equal to the Executive under the Retirement Income Security Plan, if he had elected Executive's compensation used to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11.calculate the

Retirement Benefits. The Executive shall receive In consideration for and subject to the payments specified Director’s compliance with the agreements and covenants set forth in this Section ▇.▇.▇▇. with respect to retirement benefitsherein, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successor) Director shall, effective as of the Termination DateRetirement Date and contingent upon his compliance with the terms and provisions of this Agreement, and in lieu of all payments under be entitled to receive the Excess Benefit Plan.following from the Company (the “Retirement Benefits”): (a) The benefits described in section ▇.▇.▇▇.(b) below Director’s retirement from the Company shall be calculated assuming: deemed a “Retirement” within the meaning of the Company’s 2011 Equity Incentive Plan, as amended (the “Plan”) (including that the Director is departing from the Company in good standing), such that (i) any vested stock options previously awarded to the Company’s Excess Benefit Plan, Retirement Income Security Director under the Plan and Investment Plan Supplement (collectively, shall remain available for exercise for the “Retirement Plans”) had continued during the entire remainder of the Contract Term without change from option period of such options following the date of the Change in Control; Retirement Date and (ii) all unvested restricted stock units and stock options previously awarded to the Executive had continued to be employed for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term Director under the Investment Plan Supplement were to bePlan, as Company Matching Contributionslisted in “Unvested Equity Awards” on Exhibit A, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) the Executive was fully vested in all benefits under the Retirement Plans will vest on the Termination Date; and (v) dates specified at the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder time of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Termoriginal award. (b) The payment shall equal the aggregate present value Within five (calculated using the discount rate described in section 115) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually payable to the Executive under business days after the Retirement Income Security Plan and Investment Plan Supplement: Date, the Director shall receive cash payments equal to such amounts, as listed in “Additional Cash Retainers” on Exhibit A, that (i) the benefit that Director would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit received for service on the earliest date possible under such Plan subsequent to Board (but not additional amounts for service on any committee thereof) for the Expiration Date; plus fiscal quarters ending June 30, 2018 and September 30, 2018 and (ii) the benefit that Director would have been payable received for his service on committee(s) of the Board, as applicable, from April 1, 2018 through the Retirement Date. (c) Promptly following the Company’s 2018 annual meeting of stockholders, the Director shall be awarded additional restricted stock units and options under the terms of the Plan as listed in “Additional Equity Awards” on Exhibit A. (d) For a period of six (6) years following the Retirement Date, if and to the Executive under extent that the Investment Plan Supplement; plus (iiiCompany shall maintain directors’ and officers’ liability insurance, such policy(ies) shall name the benefit that would have been paid to Director as an insured thereunder. In addition, the Executive under indemnification agreement previously executed by the “Excess Retirement Plan” provisions of Director and the Excess Benefit Plan if he had elected to commence such benefit on Company shall remain unmodified and in full force and effect in accordance with the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11terms thereof.

Retirement Benefits. The Executive will be entitled to receive retirement benefits as provided herein, so that the total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successornot include severance plans) as of the Termination Date, Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder employ of the Contract Term without change from Corporation for 36 months following the date of the Change Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall be inclusive of and shall not be in Control; addition to any period of service credited under any severance plan of the Corporation). The benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection shall equal the excess of (ii1) the retirement benefits that would be paid to the Executive or the Executive’s beneficiaries, under all retirement plans of the Corporation in which the Executive participates if (A) the Executive had continued to be employed for were fully vested under such plans, (B) the remainder of 36 month period (or the Contract Term; (iiiperiod until the Executive’s Retirement, if less) subject to generally applicable Plan limitations, following the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf date of the Executive; ’s termination were added to the Executive’s credited service under such plans, (ivC) the terms of such plans were those most favorable to the Executive was fully vested in all benefits under effect at any time during the Retirement Plans period commencing prior to the Change of Control and ending on the date of Notice of Termination Date; and (vor on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s Compensation taken into account highest average annual compensation as defined under such retirement plans and was calculated as if the Retirement Plans included Executive had been employed by the Corporation for a 36 month period (1) or the period until the Executive’s annual base Retirement, if earlier) following the date of the Executive’s termination and had the Executive’s compensation in effect immediately prior during such period been equal to the Termination Date Executive’s compensation used to calculate the Executive’s benefit under subsections 4(a), 4(b), and 4(c); over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) retirement benefits that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually are payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on or the Executive’s Investment Plan Benefit beneficiaries under all retirement plans of the Corporation in which the Executive participates. These retirement benefits specified in this subsection are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Code, and shall be determined on payable solely from the basis general assets of the discount rate described Corporation. These retirement benefits shall be payable (1) in Section 11.respect of any benefits provided with reference to a qualified plan, at the time and in the manner provided in the Corporation’s Supplemental Retirement Income Plan, or (2) in respect of any other benefits, at the time and in the manner provided in the Corporation’s Supplemental Retirement Income Plan or any other excess or supplemental retirement plans to which they relate..

Retirement Benefits. The An Executive shall will be entitled to receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefitsan amount determined under either subparagraph (i) or (ii), in addition to payments of benefits to which he whichever is entitled applicable (but not under the Retirement Income Security Plan and the Investment Plan Supplement (or their successor) as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming:both): (i) If the Company’s Excess Executive participates in (i.e., is accruing a benefit under) the Retirement Annuity Plan for Salaried Employees of Harley-Davidson (the “Salaried Retirement Plan”) as of his or her Termination date, then the Executive will be entitled to additional benefits under (A) the Harley-Davidson, Inc. Pension Benefit Restoration Plan (the “Benefit Restoration Plan”) and (B) any other supplemental retirement plan of the HDI Group in which the Executive participates or any other agreement between the HDI Group and the Executive providing retirement benefits for the Executive, Retirement Income Security or any successors to such plans, based on the most favorable benefit provisions of such plans in effect at any time during the 180-day period prior to the date of the Change of Control Event (the Pension Restoration Plan and Investment Plan Supplement (collectively, such other programs are collectively referred to as the “Retirement Plans”) had continued during ). The amount of such additional pension benefits payable under each such Retirement Plan will be paid in accordance with the remainder terms of the Contract Term without change from applicable Retirement Plan and shall equal to the difference between (1) the amount the Executive (or in the event of the Executive’s death, the Executive’s surviving spouse or other beneficiary) is actually entitled to receive upon retirement or termination under the terms and conditions of the applicable Retirement Plan, and (2) the amount the Executive (or such surviving spouse or beneficiary) would have been entitled to receive under such terms and conditions if (A) the Executive’s benefits under the applicable Retirement Plan had been fully vested on the date of the Change in Control; Termination, (iiB) the Executive had continued to be employed for work until the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf earlier of the Executive; ’s 65th birthday or the third anniversary of the date of Termination, and (ivC) the Executive had continued to receive compensation (both base salary and, to the extent relevant under a Retirement Plan, bonuses or other compensation) during the period of assumed employment at the highest rate and at the same time as such compensation was fully vested paid to the Executive during the calendar year immediately preceding the date on which occurs the Change of Control Event or the calendar year immediately preceding the year in all which occurs the date of Termination, whichever is more beneficial to the Executive. (ii) If the Executive participates in the Employer Retirement Contribution feature of the Retirement Savings Plan for Salaried Employees of Harley-Davidson or the Buell Motorcycle Company Retirement Savings Plan as of his or her Termination date, then the Executive will be entitled to additional benefits under (A) the “Employer Retirement Plans Contribution Restoration Credits” provisions of the Harley-Davidson Management Deferred Compensation Plan, or any successor thereto (the “Deferred Compensation Plan”) and (B) any other supplemental retirement plan of the HDI Group in which the Executive participates or any other agreement between the HDI Group and the Executive providing retirement benefits for the Executive, or any successors to such plans, based on the Termination Date; and most favorable benefit provisions of such plans in effect at any time during the 180-day period prior to the date of the Change of Control Event (v) the Executive’s Deferred Compensation taken into account Plan and such other programs are collectively referred to as the “Nonqualified Plans”). The amount of such additional benefits payable under each such Nonqualified Plan will be paid in accordance with the Retirement Plans included terms of the applicable Nonqualified Plan and shall equal the difference between (1) the contributions the Executive is actually entitled to receive for the period beginning on the date of Termination and ending on the earlier of the Executive’s annual base compensation in effect immediately prior to 65th birthday or the Termination Date over the remainder third anniversary of the Contract Term date of Termination (without regard to earnings or losses thereon) under the terms and conditions of the applicable Nonqualified Plan, and (2) any amounts the contributions the Executive would have been entitled to receive under such terms and conditions if (A) Executive’s benefits under the applicable Nonqualified Plan has been fully vested on the date of Termination, (B) the Executive had continued to work until the earlier of the Executive’s 65th birthday or the third anniversary of the date of Termination, and (C) the Executive had continued to receive compensation (both base salary and, to the extent relevant under a Nonqualified Plan, bonuses or other compensation) during the period of assumed employment at the highest rate and at the same time as such compensation was paid to the Executive during the calendar year immediately preceding the date on which occurs the Change of Control Event or the calendar year immediately preceding the year in which occurs the date of Termination, whichever is more beneficial to the Executive. Notwithstanding the foregoing, the benefits due under this Agreement in lieu of a form of compensation paragraph (other than annual base compensationd)(ii) are not intended to replace, and shall be determined without considering, any employee pre-tax contributions that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually payable to the Executive could have been made under the Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit applicable Nonqualified Plan, any employer matching contributions that would have been paid to the Executive made under the Retirement Income Security applicable Nonqualified Plan, if he had elected to commence and any earnings on any such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11amounts.

Retirement Benefits. The Executive will be entitled to receive retirement benefits as provided herein, so that the total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successornot include severance plans) as of the Termination Date, Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder employ of the Contract Term without change from Corporation for 24 months following the date of the Change Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall be inclusive of and shall not be in Control; addition to any period of service credited under any severance plan of the Corporation). The benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection shall equal the excess of (ii1) the retirement benefits that would be paid to the Executive or the Executive’s beneficiaries, under all retirement plans of the Corporation in which the Executive participates if (A) the Executive had continued to be employed for were fully vested under such plans, (B) the remainder of 24-month period (or the Contract Term; (iiiperiod until the Executive’s Retirement, if less) subject to generally applicable Plan limitations, following the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf date of the Executive; ’s termination were added to the Executive’s credited service under such plans, (ivC) the terms of such plans were those most favorable to the Executive was fully vested in all benefits under effect at any time during the Retirement Plans period commencing prior to the Change of Control and ending on the date of Notice of Termination Date; and (vor on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s Compensation taken into account highest average annual compensation as defined under such retirement plans and was calculated as if the Retirement Plans included Executive had been employed by the Corporation for a 24-month period (1) or the period until the Executive’s annual base Retirement, if earlier) following the date of the Executive’s termination and had the Executive’s compensation in effect immediately prior during such period been equal to the Termination Date Executive’s compensation used to calculate the Executive’s benefit under subsections 4(a), 4(b), and 4(c); over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) retirement benefits that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually are payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on or the Executive’s Investment Plan Benefit beneficiaries under all retirement plans of the Corporation in which the Executive participates. These retirement benefits specified in this subsection are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code, and shall be determined on payable solely from the basis general assets of the discount rate described Corporation. These retirement benefits shall be payable at the time and in Section 11the manner provided in the applicable retirement plans to which they relate.

Retirement Benefits. The Executive shall receive In consideration for your undertakings set forth herein, including the payments specified provision of transition and consulting services to the Company and your obligation to execute a post-employment waiver and general release of claims in this Section ▇.▇.▇▇. with respect the form attached hereto as Exhibit A (the “Release”), subject to retirement benefitsthe approval of the Compensation Committee of the Board of Directors, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan you and the Investment Plan Supplement (or their successor) Company hereby agree as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan.follows: (a) The benefits described in section ▇.▇.▇▇.(bAs of the Separation Date, you and the Company acknowledge that you hold (a) below shall be calculated assuming: (i) options to purchase 147,500 shares of Company common stock granted pursuant to the Company’s Excess Benefit 2008 Stock Incentive Plan (the “Equity Plan”), of which 15,000 options remain unvested as of the Separation Date, and (b) 25,724 restricted stock units granted pursuant to the Equity Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder which restricted stock units are unvested as of the Contract Term without change from the date of the Change in Control; Separation Date (ii) the Executive had continued to be employed for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) the Executive was fully vested in all benefits under the Retirement Plans on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term“RSUs”). (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 11) All options and RSUs that are unvested as of the benefits described Separation Date and that would by their terms be eligible to vest during the period beginning on the Separation Date and ending on July 31, 2017 (the “Separation Vesting Date”) if your employment with the Company had continued through the Separation Vesting Date shall remain outstanding and eligible to vest in accordance with their terms (iother than the requirement of continued employment), (ii), (iii) and (iv) below minus subject to the aggregate present value (calculated using the discount rate described in section 11) terms of the benefits actually payable to the Executive under the Retirement Income Security Equity Plan and Investment Plan Supplement:the award agreements under which such equity awards were initially granted (the “Equity Benefits”). Any RSUs that vest as a result of this Section 3(b) shall be settled in shares of common stock of the Company not later than thirty (30) days following the date on which they vest. As of the Separation Vesting Date, all then unvested options and RSUs shall be immediately forfeited. (c) All options that are vested as of the Separation Date and all options that vest following the Separation Date pursuant to Section 3(b) shall remain exercisable until the earlier of the Separation Vesting Date or the expiration date of such options. (d) Except for (i) the benefit that would have been paid to the Executive under the Retirement Income Security PlanEquity Benefits, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) earned but unpaid regular wages earned through the benefit that would have been payable Separation Date (which shall be paid to you no later than five (5) business days after the Executive under the Investment Plan Supplement; plus Separation Date), and (iii) the benefit that would have been accrued but unused vacation (which shall be paid to you in accordance with applicable law), you are not and shall not in the Executive future be entitled to any other compensation or benefits from the Company including, without limitation, other wages, commissions, bonuses, incentives, vacation pay, holiday pay or any other form of compensation or benefit. You will receive the payments described in clauses (ii) and (iii) regardless of whether or not you elect to sign this Agreement and/or the Release. (e) Upon your making a timely election under the “Excess Retirement Plan” provisions of 29 U.S.C. § 1161, as amended (“COBRA”), ABIOMED will pay the Excess Benefit Plan if he had elected standard employer portion of your medical and dental insurance premiums for eighteen (18) months following the Separation Date or until you obtain alternative coverage, whichever is earlier, provided that you timely pay your regular employee contribution toward your medical and dental insurance premiums as required by ABIOMED or its COBRA administrator. ABIOMED’s obligations under this subsection are contingent on your making a timely COBRA election. Additionally, ABIOMED shall only be required to commence continue and contribute to your medical and dental insurance under this subsection to the same extent that such benefit insurance is provided to persons employed by ABIOMED. The “qualifying event” under COBRA shall be deemed to have commenced on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Separation Date; plus. (ivf) the Except as provided above, your participation in all employee benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions plans and programs of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit Company shall be determined on the basis end as of the discount rate described Separation Date, in Section 11accordance with the terms of those plans and programs. You will not continue to earn vacation or any other paid time off after the Separation Date.

Retirement Benefits. The Executive shall receive the payments specified in this Section ▇.▇.▇▇8.A.v. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successor) as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇8.A.v.▇.▇▇.(b (b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder of the Contract Term without change from the date of the Change in Control; (ii) the Executive had continued to be employed for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) the Executive was fully vested in all benefits under the Retirement Plans on the Termination Date, with the benefits determined on the assumption that the Executive had retired at age 55 if he is younger than 55 at the Termination Date or had retired at his actual age on the Termination Date if he is 55 or older on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 1110) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 1110) of the benefits actually payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 1110.

Retirement Benefits. The Executive shall receive In consideration of the payments specified Executive’s entering into and abiding by the commitments and obligations set forth in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successor) as of the Termination DateAgreement, and in lieu of all payments under provided the Excess Benefit Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: Executive (i) signs and returns this Agreement on or before October 6, 2023, (ii) continues employment through the Company’s Excess Benefit PlanRetirement Date in accordance with the terms hereof, (iii) signs and returns the Additional Release of Claims attached hereto as Attachment A (the “Additional Release”) on but not before the Retirement Income Security Plan Date and Investment Plan Supplement does not timely revoke such Additional Release as described therein, and (collectivelyiv) complies with the terms of this Agreement, the Additional Release and the Restrictive Covenants Agreement, the Company will provide the Executive with the following retirement benefits (the “Retirement PlansBenefits”): a) had continued during Although following the remainder Retirement Date, the Executive will no longer be eligible to receive the annual incentive bonus described in the Offer Letter, the Company will nonetheless provide the Executive with a payment of the Contract Term without change from annual incentive bonus that she would have earned for 2023, pro-rated based on the date portion of the Change in Control; (ii) the Executive had continued to be employed 2023 for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) which the Executive was fully vested in all benefits under employed by the Retirement Plans Company, based on Company performance as assessed by the Termination Date; and Board (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts or a duly authorized committee thereof). This bonus shall be paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation lump sum payment, less all applicable taxes and withholdings, at the time the Company regularly pays out management bonuses for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term2023. (b) The payment outstanding equity awards granted by the Company to the Executive prior to the Retirement Date shall equal be treated as follows: (I) All outstanding stock options granted by the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually payable Company to the Executive under the Retirement Income Security Plan Company’s 2012 Equity Incentive Plan, as amended (the “2012 Plan”), which options have an exercise price equal to or greater than $75 per share of Company common stock shall be treated as set forth in the applicable option agreement and Investment Plan Supplement:the 2012 Plan; (iII) All outstanding stock options granted by the benefit that would have been paid Company to the Executive under the Retirement Income Security Company’s 2012 Plan, if he had elected which options have an exercise price less than $75 per share of Company common stock, shall be modified to commence extend the period of time in which each such benefit option may be exercised until the earlier to occur of: (A) cessation of the Executive’s service on the earliest Board and (B) the expiration date possible under of such Plan subsequent to the Expiration Date; plusoption; (iiIII) All outstanding stock options granted by the benefit that would have been payable Company to the Executive under the Investment Company’s 2016 Stock Incentive Plan Supplement; plus(the “2016 Plan”), which options have an exercise price equal to or greater than $75 per share of Company common stock, shall terminate as of the Retirement Date and the Executive shall have no further rights with respect to such stock options; (iiiIV) All outstanding stock options with an exercise price that is less than $75 per share of Company common stock and all restricted stock units, in each case granted by the benefit that would have been paid Company to the Executive under the “Excess Retirement 2016 Plan” provisions , shall remain outstanding during the period that the Executive remains in service on the Board and shall continue to be eligible to vest based upon such service and shall be treated as set forth in the applicable award agreement, the 2016 Plan, the Offer Letter and applicable resolutions of the Excess Benefit Board or the Compensation Committee of the Board (including, for the avoidance of doubt, the provisions related to accelerated vesting of options on qualifying terminations following a change in control); (V) All outstanding stock options and restricted stock unit awards granted by the Company to Executive under the 2022 Equity Incentive Plan if he had elected to commence such benefit (the “2022 Plan”) shall remain outstanding during the period that the Executive remains in service on the earliest date possible under Board and shall continue to be eligible to vest based upon such service and shall be treated as set forth in the Excess Benefit Plan subsequent applicable award agreement, the 2022 Plan, the Offer Letter and applicable resolutions of the Board or the Compensation Committee of the Board (including, for the avoidance of doubt, the provisions related to accelerated vesting of awards on qualifying terminations following a change in control); and (VI) Notwithstanding anything to the Expiration contrary in paragraphs (IV) or (V) above, if the Executive (A) is willing to stand for election to the Board at the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), (B) meets the criteria for nomination as a director in the form contained in the Company’s Corporate Governance Guidelines in effect as of the Retirement Date; plus , and (ivC) is not nominated by the benefit that would have been paid Board or committee thereof for election to the Board at the 2025 Annual Meeting, then the vesting of all stock options and restricted stock unit awards with time-based vesting granted to the Executive under the “Excess Investment Plan” provisions of 2016 Plan and 2022 Plan prior to the Excess Benefit Plan. The hypothetical earnings that would have been credited Retirement Date shall accelerate on the Executive’s Investment Plan Benefit date immediately preceding the 2025 Annual Meeting.. Other than the Retirement Benefits and Accrued Obligations, the Executive will not be eligible for, nor shall be determined she have a right to receive, any payments or benefits from the Company following the Retirement Date. For the avoidance of doubt, the Executive acknowledges that she is not eligible for or entitled to receive any severance benefits or other payments or benefits pursuant to the Offer Letter on the basis of Retirement Date, and further acknowledges that she will not be eligible to receive the discount rate described in Section 11Retirement Benefits (or any payments or benefits from the Company other than the Accrued Obligations) if she fails to timely enter into this Agreement and the Additional Release or if her employment is terminated for Cause prior to the Retirement Date or if she fails to comply with her obligations under this Agreement or the Restrictive Covenants Agreement.

Retirement Benefits. The Company shall pay to Executive shall receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successor) as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder of his life following the Contract Term without change from expiration of the Period of Employment as in effect immediately prior to such termination, and, after his death, to his surviving spouse (subject to such optional method of payment election as may be made under the Company's Employees' Retirement Plan and Supplemental Executive Retirement Plan and as further described below), a supplemental retirement benefit which shall be equal to the excess of: (1) an aggregate benefit at least equal to the benefit that would have been paid under the Employees' Retirement Plan and Supplemental Executive Retirement Plan, subject to any plan amendments or terminations generally applicable to all of the Company's senior officers which are adopted prior to the date of the Change in Control; (ii) such termination, if the Executive had continued to be employed and to be entitled to service credit for benefits during the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder such Period of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, Employment at an annual percentage rate of compensation equal to the average percentage contribution for his compensation and increases provided in subsections (a) and (b) (unless during such remainder the Executive for the three full calendar years preceding the Termination Datedies or becomes disabled, but with no other contributions on behalf in which event such benefit shall be reduced to reflect application of the Executive;last two sentences of subsection (e), over (iv) the Executive was fully vested in all benefits under the Retirement Plans on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits benefit actually payable to the Executive under the Employees' Retirement Income Security Plan and Investment Supplemental Executive Retirement Plan. In clarification of the foregoing paragraph (1), in determining whether any actuarial reduction would apply (and the amount of such reduction, if any) under the early retirement provisions of the Employees' Retirement Plan Supplement: and Supplemental Executive Retirement Plan (to reflect the early commencements of benefits), the age which the Executive would have attained at the expiration of such Period, and the accredited service he would have had at such time, shall be used. An election made by Executive under the Employees' Retirement Plan and Supplemental Executive Retirement Plan as to a joint and survivor or other optional method of payment and as to the time for commencement of payments shall be applicable to such supplemental retirement benefit, with application of discount factors no less favorable to Executive than those in effect under the Employees' Retirement Plan and Supplemental Executive Retirement Plan on the date of such termination. Notwithstanding the foregoing, Executive may, by a notice in writing filed with the Plan Administrator for the Employees' Retirement Plan and Supplemental Executive Retirement Plan, designate any person as the payee of amounts due hereunder after his death (in the manner, and with the effect, described in the Company's Employees' Retirement Plan and Supplemental Executive Retirement Plan). Notwithstanding the foregoing, in the event of a termination following a Change of Control, the supplemental retirement benefit described above shall be (i) calculated based upon the benefit that would have been paid to Executive's years of service at the time of the termination plus an additional five years and disregarding the requirement of five years of participation in the Supplemental Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus and (ii) the benefit that would have been payable paid in a single sum within 20 days after such termination in an amount equal to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions lump sum value of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11benefit.

Retirement Benefits. The Company shall pay to Executive shall receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successor) as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder of his life following the Contract Term without change from expiration of the Period of Employment as in effect immediately prior to such termination, and, after his death, to his surviving spouse (subject to such optional method of payment election as may be made under the Company's Employees' Retirement Plan and Supplemental Executive Retirement Plan and as further described below), a supplemental retirement benefit which shall be equal to the excess of: (1) an aggregate benefit at least equal to the benefit that would have been paid under the Employees' Retirement Plan and Supplemental Executive Retirement Plan, subject to any plan amendments or terminations generally applicable to all of the Company's senior officers which are adopted prior to the date of the Change in Control; (ii) such termination, if the Executive had continued to be employed and to be entitled to service credit for benefits during the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder such Period of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, Employment at an annual percentage rate of compensation equal to the average percentage contribution for his compensation and increases provided in subsections (a) and (b) (unless during such remainder the Executive for the three full calendar years preceding the Termination Datedies or becomes disabled, but with no other contributions on behalf in which event such benefit shall be reduced to reflect application of the Executive;last two sentences of subsection(e), over (iv) the Executive was fully vested in all benefits under the Retirement Plans on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits benefit actually payable to the Executive under the Employees' Retirement Income Security Plan and Investment Supplemental Executive Retirement Plan. In clarification of the foregoing paragraph (1), in determining whether any actuarial reduction would apply (and the amount of such reduction, if any) under the early retirement provisions of the Employees' Retirement Plan Supplement: and Supplemental Executive Retirement Plan (to reflect the early commencements of benefits), the age which the Executive would have attained at the expiration of such Period, and the accredited service he would have had at such time, shall be used. An election made by Executive under the Employees' Retirement Plan and Supplemental Executive Retirement Plan as to a joint and survivor or other optional method of payment and as to the time for commencement of payments shall be applicable to such supplemental retirement benefit, with application of discount factors no less favorable to Executive than those in effect under the Employees' Retirement Plan and Supplemental Executive Retirement Plan on the date of such termination. Notwithstanding the foregoing, Executive may, by a notice in writing filed with the Plan Administrator for the Employees' Retirement Plan and Supplemental Executive Retirement Plan, designate any person as the payee of amounts due hereunder after his death (in the manner, and with the effect, described in the Company's Employees' Retirement Plan and Supplemental Executive Retirement Plan). Notwithstanding the foregoing, in the event of a termination following a Change of Control, the supplemental retirement benefit described above shall be (i) calculated based upon the benefit that would have been paid to Executive's years of service at the time of the termination plus an additional five years and disregarding the requirement of five years of participation in the Supplemental Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus and (ii) the benefit that would have been payable paid in a single sum within 20 days after such termination in an amount equal to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions lump sum value of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11benefit.

Retirement Benefits. The Executive shall receive the payments specified in this Section ▇.▇.▇▇8.A.v. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successor) as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇8.A.v.▇.▇▇.(b (b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder of the Contract Term without change from the date of the Change in Control; (ii) the Executive had continued to be employed for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) the Executive was fully vested in all benefits under the Retirement Plans on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 1110) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 1110) of the benefits actually payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 1110.

Retirement Benefits. The Executive shall receive the payments specified in this Section ▇.▇.▇▇8.A.v. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successor) as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇8.A.v.▇.▇▇.(b (b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder of the Contract Term without change from the date of the Change in Control; (ii) the Executive had continued to be employed for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) the Executive was fully vested in all benefits under the Retirement Plans on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract TermPlans. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 1110) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 1110) of the benefits actually payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 1110.

Retirement Benefits. The (i) Subject to Section 6(b)(v), the Executive shall be deemed to be completely vested under the Company's Retirement Plan and any and all supplemental non-qualified plans (or any successor plans), in which Executive is a participant, which are in effect as of the date of the Change in Control (collectively, the "Plans"), regardless of the Executive's actual vesting service credit thereunder. (ii) In addition, subject to Section 6(b)(v), he or she shall be deemed to have earned an additional service credit for service and benefit calculation purposes thereunder as if he or she had continued in the employ of the Company for the duration of the Continuation Period, and the rate of compensation which is used in the determination of the payment to the Executive under Section 5 shall be the rate of compensation used for benefit calculations with respect to such additional period, with the effect that benefits based on Salary Compensation and Average Monthly Salary (as such terms are defined in the Retirement Plan and as may be amended or replaced), shall reflect such additional years of service at such rates of compensation. (iii) In addition, the Executive shall receive all other benefits under the payments specified Plans that he or she would have received had he or she continued in this Section ▇.▇.▇▇. with respect to retirement the employ of the Company for the duration of the Continuation Period, including, without limitation, all ancillary benefits, in addition to payments of such as early retirement, survivor rights and all other benefits to which he is entitled under at retirement. (iv) If the Retirement Income Security Plan and Executive has attained the Investment Plan Supplement (or their successor) Eligible Age as of the Termination Date, and the Executive shall be entitled to elect retirement in lieu of all payments deferred vested status under the Excess Benefit Retirement Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder of the Contract Term without change from the date of the Change in Control; (ii) . If the Executive had continued to be employed for has not attained the remainder Eligible Age as of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf the Executive shall be entitled to elect retirement in lieu of deferred vested status under the Retirement Plan upon attainment of the Eligible Age, and for purposes of determining the adjustment, if any, to the Executive;'s accrued benefit under the eighty-five (85) point rule (if otherwise eligible under such rule) under the Retirement Plan, the Executive shall be credited with both age and years of service until the date he or she reaches the Eligible Age. (ivv) Any part of the Executive was fully vested foregoing retirement benefits which are otherwise required to be paid by a tax-qualified Plan but which cannot be paid through such Plan by reason of the laws and regulations applicable to such Plan, shall be paid by one or more supplemental non-qualified Plans or by the Company in all accordance with such Plan or Plans. (vi) The payments calculated hereunder which are not actually paid by the Retirement Plan shall be paid thirty (30) days following the Date of Termination in a single lump sum cash payment (of equivalent actuarial value to the payment calculated hereunder using the same actuarial assumptions as are used in calculating benefits under the Retirement Plans on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated Plan but using the discount rate described in section 11) that would be used by the Company on the Date of Termination to determine the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate actuarial present value (calculated using the discount rate described in section 11) of the benefits actually payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the projected benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11obligations).

Retirement Benefits. The (i) Subject to Section 6(b)(v), the Executive shall be deemed to be completely vested under the Company's Retirement Plan and any and all supplemental non-qualified plans (or any successor plans), in which Executive is a participant, which are in effect as of the date of the Change in Control (collectively, the "Plans"), regardless of the Executive's actual vesting service credit thereunder. (ii) In addition, subject to Section 6(b)(v), he or she shall be deemed to have earned an additional service credit for service and benefit calculation purposes thereunder as if he or she had continued in the employ of the Company for the duration of the Continuation Period, and the rate of compensation which is used in the determination of the payment to the Executive under Section 5 shall be the rate of compensation used for benefit calculations with respect to such additional period, with the effect that benefits based on Salary Compensation and Average Monthly Salary (as such terms are defined in the Retirement Plan and as may be amended or replaced), shall reflect such additional years of service at such rates of compensation. (iii) In addition, the Executive shall receive all other benefits under the payments specified Plans that he or she would have received had he or she continued in this Section ▇.▇.▇▇. with respect to retirement the employ of the Company for the duration of the Continuation Period, including, without limitation, all ancillary benefits, in addition to payments of such as early retirement, survivor rights and all other benefits to which he is entitled under at retirement. (iv) If the Retirement Income Security Plan and Executive has attained the Investment Plan Supplement (or their successor) Eligible Age as of the Termination Date, and the Executive shall be entitled to elect retirement in lieu of all payments deferred vested status under the Excess Benefit Retirement Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder of the Contract Term without change from the date of the Change in Control; (ii) . If the Executive had continued to be employed for has not attained the remainder Eligible Age as of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf the Executive shall be entitled to elect retirement in lieu of deferred vested status under the Retirement Plan upon attainment of the Eligible Age, and for purposes of determining the adjustment, if any, to the Executive;'s accrued benefit under the eighty-five (85) point rule (if otherwise eligible under such rule) under the Retirement Plan, the Executive shall be credited with both age and years of service until the date he or she reaches the Eligible Age. (ivv) Any part of the Executive was fully vested foregoing retirement benefits which are otherwise required to be paid by a tax-qualified Plan but which cannot be paid through such Plan by reason of the laws and regulations applicable to such Plan, shall be paid by one or more supplemental non- qualified Plans or by the Company in all accordance with such Plan or Plans. (vi) The payments calculated hereunder which are not actually paid by the Retirement Plan shall be paid thirty (30) days following the Date of Termination in a single lump sum cash payment (of equivalent actuarial value to the payment calculated hereunder using the same actuarial assumptions as are used in calculating benefits under the Retirement Plans on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated Plan but using the discount rate described in section 11) that would be used by the Company on the Date of Termination to determine the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate actuarial present value (calculated using the discount rate described in section 11) of the benefits actually payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the projected benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11obligations).

Retirement Benefits. The Executive shall receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successor) as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder of the Contract Term without change from the date of the Change in Control; (ii) the Executive had continued to be employed for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) the Executive was fully vested in all benefits under the Retirement Plans on the Termination Date; and; (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term; and (vi) as provided under the June 29, 1989 offer letter from ▇▇▇▇▇▇▇ ▇▇▇▇ to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (which shall remain in full force and in effect and in no way be superseded, diminished, or otherwise altered or supplanted by this Agreement), the Executive had five years of service in additional to (a) his actual number of years of service and (b) the number of additional years of service assumed under Section 8.A.v.(a)(ii), above. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11.

Retirement Benefits. The Executive shall receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successor) as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below Employee shall be calculated assuming: eligible to participate in the Hasbro, Inc. Pension Plan (ithe "Pension Plan") and the Hasbro, Inc. Supplemental Retirement Benefit Plan (the "Supplemental Plan") on the same basis as other senior executives of the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder of the Contract Term without change from the date of the Change in Control; (ii) the Executive had continued to be employed for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) the Executive was fully vested in all benefits under the Retirement Plans on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) In addition, after the Employee's employment terminates for any reason, the Employee shall receive an annuity payable in monthly installments, the first such installment being paid on the first day of the month following the month in which the employee attains age 65 or his employment terminates, whichever occurs later (subject to earlier commencement, as referred to below), and the last such installment being paid on the first day of the month in which the Employee dies (subject to the right to elect an actuarially equivalent form), in which the annual amount is 3.3% of the Employee's Average Annual Cash Compensation multiplied by the number of full years and partial years (with proration to include full months employed during any partial years) the Employee had been employed by the Company at termination of employment. The payment amount payable under the preceding sentence shall equal be reduced by the aggregate present value (calculated using the discount rate described in section 11) sum of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually payable to the Executive Employee in the form of a life annuity commencing at age 65 (or such later date), under (a) the Pension Plan, and (b)the Supplemental Plan. For purposes of this supplemental retirement benefit, the Employee's Average Annual Cash Compensation shall be one-third of the total Base Salary and management incentive bonuses (exclusive of any severance pay (but not Accrued Obligations) or other additional compensation) received by the Employee in the three highest consecutive years during the Employees' period of employment. For purposes of the calculation in the previous sentence, the Annual Cash Compensation taken into account for any single year,, shall not exceed $909,091. If the Employee had been employed by the Company for fewer than three years, the Employee's Average Annual Cash Compensation shall be the annualized average of the Employee's total Base Salary and management incentive bonuses during the period of employment (including any pro-rata bonus amounts due for the year of termination) (with the management incentive bonus being deemed the 1999 target bonus until the 1999 management incentive bonus is paid). At the Employee's option, the benefit described above shall be payable in any actuarially equivalent annuity form of benefit provided under the Retirement Income Security Pension Plan and Investment Plan Supplement: (i) or an actuarially equivalent lump sum, determined using the actuarial conversion factors used for the Pension Plan. If the benefit that would commences prior to age 65, it shall be reduced by the early retirement reduction factor set forth in the Pension Plan. Any lump sum payment shall be made during the first two calendar weeks of January in the year following termination of employment. The benefits provided under this Section 4.4 shall be unfunded and shall be paid from the general assets of the Company. In the event of a Change of Control (as defined in the Change of Control Agreement referred to in Section 8 below), these benefits shall be paid from a fully funded corporate rabbi trust. The Employee shall have been paid a right to the Executive under benefit hereunder and any rabbi trust no greater than the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions right of an unsecured general creditor of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit PlanCompany. The hypothetical earnings that would have been credited on benefits are not assignable by the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11Employee prior to receipt.

Retirement Benefits. The Executive shall receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of the retirement benefits to which he Executive is entitled under the Retirement Income Security Plan of Koppers Industries, Inc. and Subsidiaries for Salaried Executives (the Investment Plan Supplement (or their successor“Qualified Plan”) as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement “excess benefit plans” (collectively, the “Retirement PlansSupplemental Plan”) had continued during or any successor plans thereto, lump sum payment equal to the remainder excess of (1) over (2), where (1) equals the sum of (A) the aggregate retirement pension to which Executive would have been entitled under the terms of the Contract Term Qualified Plan (without change from regard to any amendment to the date of Qualified Plan made subsequent to the Change in Control; Control of the Company, which amendment adversely affects in any manner the computation of retirement benefits under such plan), determined as if Executive had accumulated thereunder two (ii2) additional years of Credited Service or such lesser number of years of Credited Service, including fractional years, to Executive’s 65th birthday (after any termination pursuant to Section 9(b)) at Executive’s rate of Base Salary in effect on the Date of Termination, and (B) the retirement pension to which Executive would have been entitled under the terms of the Supplemental Plan, determined as if Executive had continued accumulated thereunder two (2) additional Years of Service or such lesser number of Years of Service, including fractional years, to be employed for Executive’s 65th birthday (after any termination pursuant to Section 9(b)) at Executive’s rate of Base Salary in effect on the remainder Date of Termination; and where (2) equals the sum of (A) the aggregate retirement pension to which Executive is entitled pursuant to the provisions of the Contract Term; Qualified Plan, and (iiiB) subject the retirement pension to generally applicable Plan limitations, which Executive is entitled pursuant to the Company’s contributions for the Executive for the remainder provisions of the Contract Term Supplemental Plan. The supplemental pension benefit determined under the Investment paragraph (d) shall be payable by the Company in a lump sum payment using the discount specified in the Qualified Plan. Benefits hereunder which commence prior to age 60 with 25 years of service, or age 55 with 10 years of service, shall be actuarially reduced to reflect early commencement in accordance with the terms of any such Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; or Plans. All defined terms used in this paragraph (iv) shall have the Executive was fully vested same meaning as in all benefits under the Retirement Plans on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive under the Retirement Income Security Qualified Plan, if he had elected to commence such benefit on unless otherwise defined herein or otherwise required by the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11.context;

Retirement Benefits. The Executive shall receive Provided that you comply with the payments specified in provisions of this Section ▇.▇.▇▇. with respect to retirement benefitsRetirement Agreement and the Employment Agreement, in addition to payments of benefits to which he is entitled under and provided you sign the General Release (attached hereto as Exhibit A) within 21 days after the Retirement Income Security Plan and Date without revoking it, the Investment Plan Supplement Company will provide you with the following (or their successor) as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan.“Retirement Benefits”): (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: Payout of the 2016 Annual Executive Cash Incentive Plan (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement PlansCIP”) had continued during based on actual 2016 results as approved by the remainder Board of the Contract Term without change from the date of the Change in ControlDirectors (“Board”); payable with all regularly‑scheduled payouts, but no later than March 31, 2017, less any required taxes and withholdings; (iib) Payment of a prorated portion (based upon the Executive had continued to be employed for the remainder ratio of the Contract Termnumber of days you were employed in 2017 to 365) of the CIP based on actual 2017 results as approved by the Board; payable with all regularly‑scheduled payouts, but no later than March 31, 2018, less any required taxes and withholdings; provided, however, that if the CIP is intended to constitute performance-based compensation within the meaning of, and for purposes of, Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”), then no bonus shall be paid except to the extent applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code; (iiic) subject Vesting of Restricted Stock Units (“RSUs”) occurring in January, 2017 per the equity award agreements and in accordance with the Long Term Incentive Plan established pursuant to generally applicable the Cardtronics, Inc. Amended and Restated 2007 Stock Incentive Plan limitationsand the Cardtronics, Inc. Second Amended and Restated 2007 Stock Incentive Plan (“LTIP”) (d) Notwithstanding Section 2 above, so long as you are eligible for and do elect and continue COBRA coverage, the Company’s contributions Company will, on a monthly basis, reimburse you for the Executive amounts you pay to effect and continue such COBRA coverage for the remainder of the Contract Term under the Investment Plan Supplement were up to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) the Executive was fully vested in all benefits under 18 months following the Retirement Plans on the Termination Date; and (ve) the Executive’s Compensation taken into account under Payment of an amount equal to two times your Base Salary and Average Annual Bonus as of the Retirement Plans included (1) Date, which amount shall be divided into and paid, consistent with the Executive’s annual time and form of severance payments provided for in the Employment Agreement. For the avoidance of doubt, the base compensation in effect immediately prior to salary will be $396,000 times two plus the Termination Date over the remainder average of the Contract Term actual CIP paid for 2011-2016 times two. This will be paid in 48 equal consecutive semi-monthly installments, less any required taxes and (2) any withholdings, payable on the 15th and last day of each month, commencing on the first installment date that is 60 days following the Retirement Termination. The right to payment of the installment amounts paid pursuant to the Executive under this Agreement in lieu paragraph shall be treated as a right to a series of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation separate payments for purposes of the Retirement Plans if Executive had continued to be employed for the remainder Section 409A of the Contract Term. Code; and the Code Section 409A six (b6) The month payment delay applicable to “specified employees” (within the meaning of Code Section 409A) shall equal not apply to installment amounts that are short-term deferrals excluded from Code Section 409A. As prescribed by the aggregate present value (calculated using Employment Agreement and as set forth in the discount rate described General Release, you acknowledge that all of your right, title, and interest, in section 11) and into any and all shares of the benefits described restricted stock or restricted stock units that have heretofore been awarded to you in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: connection with either (i) the benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus execution of your Employment Agreement or (ii) your participation in the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iiiLTIP, other than those listed in Section 3(c) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit Retirement Agreement, that would have not fully vested and have not been paid to the Executive under the “Excess Investment Plan” provisions converted into shares of common stock of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis Company as of the discount rate described Retirement Date, will be forfeited and deemed cancelled effective as of the Retirement Date. You further acknowledge and represent that other than as set forth in Sections 1 and 3 above (which satisfies all payments provided for under Section 117(a) and (b) of, or otherwise under, the Employment Agreement), you are not entitled to any future compensation (including any bonus or other payments) other than the Retirement Benefits.

Retirement Benefits. The Executive shall receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successor) as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The benefits described Executive is a Participant in section ▇.▇.▇▇.(b) below the SERP. If the employment of Executive with the Company shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder of the Contract Term without change from the date of the terminate at any time after a Change in Control; Control other than by reason of a Nonqualifying Termination, then Executive shall receive (ii) the Executive had continued as a lump sum, to be employed for paid within five (5) days after the remainder Date of the Contract Term; (iiiTermination) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation amount equal to the average percentage contribution for difference between (A) and (B), where: (A) equals the SERP benefit to which Executive would be entitled under Appendix C of the SERP if the Executive met all requirements to receive a SERP benefit and if the Executive's Employment had continued for thirty-six months after the three full calendar years preceding Date of Termination at the Termination Datecompensation provided as severance benefits under Sections 3(a)(2), but with no other contributions on behalf 3(a)(3) and 3(a)(4); and (B) equals the SERP benefit to which the Executive would be entitled under Appendix C of the Executive; (iv) SERP if the Executive was fully vested met all requirements to receive a SERP benefit (but computed based on the actual Date of Termination without the adjustments provided for in all benefits (A) above). Such payment shall be computed assuming election by Executive of the lump-sum payment options under the Retirement Plans on Spartan Stores, Inc. Cash Balance Pension Plan ("Pension Plan") and the Termination Date; and (v) the Executive’s Compensation taken into account SERP. Such payment shall be made regardless of whether Executive would otherwise be entitled to a payment under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract TermSERP. (b) The If the employment of Executive with the Company shall terminate at any time after a Change in Control for any reason (including but not limited to a Nonqualifying Termination), then Executive shall receive (as a lump sum, to be paid within five (5) days after the Date of Termination) the SERP benefit to which Executive would be entitled under Appendix C of the SERP if Executive met all requirements to receive a SERP benefit as of the Date of Termination. Such payment shall equal be computed assuming election by the aggregate present value Executive of the lump sum options under the Pension Plan and the SERP, and shall be made regardless of whether Executive would otherwise be entitled to a payment under the SERP, but shall not duplicate actual payments to Executive under the SERP. 10 (calculated using c) The payments to Executive under this Section 4 shall be in addition to any payments under Section 3 of this Agreement and any payments under the discount rate described in section 11) Pension Plan. The SERP is hereby amended to provide for payment of the benefits described in called for under subsection 4(a) and 4(b) above. (i), d) In computing the payments under subsections (ii), (iiia) and (ivb) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually payable above, any change to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit SERP shall be determined on the basis of the discount rate described disregarded if such change constituted "Good Reason" as defined in Section 11this Agreement.

Retirement Benefits. The Executive shall receive the payments specified in this Section ▇.▇.▇▇8.A.v. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successor) as of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇8.A.v.▇.▇▇.(b (b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder of the Contract Term without change from the date of the Change in Control; (ii) the Executive had continued to be employed for the remainder of the Contract Term; (iii) subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) the Executive was fully vested in all benefits under the Retirement Plans on the Termination Date; and; (v) as provided under the June 29, 1989 offer letter from M▇▇▇▇▇▇ ▇▇▇▇ to R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (which shall remain in full force and in effect and in no way be superseded, diminished, or otherwise altered or supplanted by this Agreement), the Executive had five years of service in additional to (a) his actual number of years of service and (b) the number of additional years of service assumed under Section 8.A.v.(a)(ii), above; (vi) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 1110) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11.,

Retirement Benefits. The Executive will be entitled to receive retirement benefits as provided herein, so that the total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall receive the payments specified in this Section ▇.▇.▇▇. with respect to retirement benefits, in addition to payments of benefits to which he is entitled under the Retirement Income Security Plan and the Investment Plan Supplement (or their successornot include severance plans) as of the Termination Date, Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in lieu of all payments under the Excess Benefit Plan. (a) The benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: (i) the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement (collectively, the “Retirement Plans”) had continued during the remainder employ of the Contract Term without change from Corporation for 18 months following the date of the Change Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall be inclusive of and shall not be in Control; addition to any period of service credited under any severance plan of the Corporation). The benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection shall equal the excess of (ii1) the retirement benefits that would be paid to the Executive or the Executive’s beneficiaries, under all retirement plans of the Corporation in which the Executive participates if (A) the Executive had continued to be employed for were fully vested under such plans, (B) the remainder of 18-month period (or the Contract Term; (iiiperiod until the Executive’s Retirement, if less) subject to generally applicable Plan limitations, following the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf date of the Executive; ’s termination were added to the Executive’s credited service under such plans, (ivC) the terms of such plans were those most favorable to the Executive was fully vested in all benefits under effect at any time during the Retirement Plans period commencing prior to the Change of Control and ending on the date of Notice of Termination Date; and (vor on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s Compensation taken into account highest average annual compensation as defined under such retirement plans and was calculated as if the Retirement Plans included Executive had been employed by the Corporation for a 18-month period (1) or the period until the Executive’s annual base Retirement, if earlier) following the date of the Executive’s termination and had the Executive’s compensation in effect immediately prior during such period been equal to the Termination Date Executive’s compensation used to calculate the Executive’s benefit under subsections 4(a), 4(b), and 4(c); over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) retirement benefits that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually are payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive under the Retirement Income Security Plan, if he had elected to commence such benefit on the earliest date possible under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plus (iv) the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions of the Excess Benefit Plan. The hypothetical earnings that would have been credited on or the Executive’s Investment Plan Benefit beneficiaries under all retirement plans of the Corporation in which the Executive participates. These retirement benefits specified in this subsection are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code, and shall be determined on payable solely from the basis general assets of the discount rate described Corporation. These retirement benefits shall be payable at the time and in Section 11the manner provided in the applicable retirement plans to which they relate.

Retirement Benefits. The (i) In the event the Executive is actively participating in the ChoicePoint Inc. 40l(k) Profit Sharing Plan (the "Plan") on the date a Change in Control occurs, the Executive shall receive the payments specified in this Section ▇.▇.▇▇. with respect be entitled to retirement benefits, in addition to payments of payment for all vested benefits to which he is entitled under the Retirement Income Security Plan and according to the Investment Plan Supplement (or their successor) as terms of the Termination Date, and in lieu of all payments under the Excess Benefit Plan. (aii) The In the event that the vested portion of the benefits described in section ▇.▇.▇▇.(b) below shall be calculated assuming: Subsection (i) is not one hundred (100%) percent, then the Company’s Excess Benefit Plan, Retirement Income Security Plan and Investment Plan Supplement Employer shall make a payment to the Executive equal to the remaining vested benefits that the Executive would have been entitled to had he been one hundred (collectively, the “Retirement Plans”100%) had continued during the remainder percent vested in such benefits as of the Contract Term without change from the date of the Change in Control; (ii) , but which he was not vested in under the Executive had continued to be employed for the remainder terms of the Contract Term;Plan as a consequence of the Change in Control. (iii) subject to generally applicable Plan limitations, the Company’s contributions for The Employer shall pay the Executive for a lump sum amount representing the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive; (iv) the Executive was fully vested in all qualified and non-qualified retirement benefits under the Retirement Plans on the Termination Date; and (v) the Executive’s Compensation taken into account under the Retirement Plans included (1) the Executive’s annual base compensation in effect immediately prior to the Termination Date over the remainder of the Contract Term and (2) any amounts paid to the Executive under this Agreement in lieu of a form of compensation (other than annual base compensation) that would ordinarily be taken into account as Compensation for purposes of the Retirement Plans if Executive had continued to be employed for the remainder of the Contract Term. (b) The payment shall equal the aggregate present value (calculated using the discount rate described in section 11) of the benefits described in (i), (ii), (iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 11) of the benefits actually payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement: (i) the benefit that would have been paid to the Executive had his employment continued for a period of _____ years following the Change in Control. Such lump sum shall be calculated as the larger of (A) or (B) as follows: (A) the sum of the highest benefits accrued or contributions paid during the last three (3) years determined separately under each of the Retirement Income Security Planplans described on Exhibit B, if he had elected to commence such multiplied by ____, or (B) in the event the plan specifies a contribution amount or percentage, the benefit on the earliest date possible calculated under such Plan subsequent to the Expiration Date; plus (ii) the benefit that would have been payable to the Executive under the Investment Plan Supplement; plus (iii) the benefit that would have been paid to the Executive under the “Excess Retirement Plan” provisions of the Excess Benefit Plan if he had elected to commence such benefit on the earliest date possible under the Excess Benefit Plan subsequent to the Expiration Date; plusplan's terms using Total Cash Compensation as defined herein. (iv) The amounts determined under Subsection (ii) and (iii) hereof shall be paid from the benefit that would have been paid to the Executive under the “Excess Investment Plan” provisions general assets of the Excess Benefit PlanEmployer; provided, however, the Employer reserves the right to set aside assets to secure the payment of benefits hereunder by establishing a non-qualified grantor trust upon such terms and conditions as it deems appropriate. The hypothetical earnings that would have been credited on the Executive’s Investment Plan Benefit shall be determined on the basis of the discount rate described in Section 11.19