Common use of Termination of Employment or Service Clause in Contracts

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to If the provisions of this Section 5, if the Participant’s Participant ceases employment with or service to the Company Group terminates and its Subsidiaries for any reasonreason prior to the end of the Performance Period (except following a Change in Control as described in Section 4(b) above), the unvested RSUs Units shall terminate as be immediately canceled and the Participant shall thereupon cease to have any right or entitlement to receive any shares of Common Stock under the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan)Award. (b) If Notwithstanding Sections 3(d) and 5(a) above, in the event the Participant’s employment or service to the Company and its Subsidiaries is terminated by the Service Recipient during the Performance Period Company or its Subsidiaries due to death or during the Participant’s Disability or due Disability, outstanding Units granted to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder Participant shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number restrictions thereon shall immediately lapse as of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result date of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service; provided, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs portion of any such Units that vest as provided herein shall become fully vested and free from such restrictions shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, date of termination as determined by the Committee, Committee or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target Target performance as determined by the Committee, in each case prorated based on the time elapsed from the Award Date to the date of termination of employment or service. The Units earned in accordance with the foregoing shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, but in no event later than seventy-four (74) days following the last day of the calendar year in which the termination of employment occurred. (fc) For purposes of this In addition, notwithstanding Section 55(a) above, “Good Reason” means in the occurrence of any of the following, without event the Participant’s written consent:employment or service to the Company and its Subsidiaries is terminated by the Company or its Subsidiaries prior to the end of the Performance Period other than for Cause (and other than (i) due to death or Disability as described in Section 5(b) above or (ii) by the Company other than for Cause or by the Participant for Good Reason following a Change in Control as described in Section 4(b) above), the Units shall become vested and the restrictions thereon shall immediately lapse as of the date of such termination of employment or service; provided, that the portion of any such Units that shall become fully vested and free from such restrictions shall be based on actual performance through the end of the Performance Period as determined by the Committee in accordance with Section 3 above, prorated based on the time elapsed from the Award Date to the date of termination of employment or service. The Units earned in accordance with the foregoing shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, subject to and in accordance with Section 3 above.

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during for Cause or by the Performance Period Participant when grounds existed for Cause at the time thereof (as determined by the Committee), the vested and unvested RSUs shall terminate as of the Termination Date. (c) All RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated: (i) by the Company due to or during the Participant’s Disability or due to the Participant’s death; or (ii) by the Company other than for Cause or by the Participant for Good Reason if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a pro-rated number of the target number of RSUs granted hereunder Change in Control alone shall become vested and nonforfeitable (irrespective of performance) based on the number of days not, also, result in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4any vesting hereunder). (cd) In the event Except as otherwise provided in this Section 5, if the Participant’s employment with or service to the Company Group is terminated shall terminate due to Retirement, any unvested RSUs as a result of the Participant’s Retirement, Termination Date shall continue to vest following the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, Termination Date in accordance with the vesting schedule set forth listed in the Award Notice, Notice as if the Participant remained employed or in service so long as no Restrictive Covenant Violation occurs (occurs, as determined by the Committee, or its designee, in its sole discretion) , prior to the Determination Dateapplicable vesting date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the each applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to Unless the provisions of this Section 5applicable Award Agreement provides otherwise, if in the Participant’s event that the employment with or service to of a Participant with the Company Group terminates for any reasonand all Affiliates thereof shall terminate, the unvested RSUs following terms and conditions shall terminate as apply: (i) In the event of the effective date termination of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the a Participant’s employment or service is terminated by the Service Recipient during the Performance Period Company without Cause or due to or during a resignation by the Participant for any reason, (A) Options granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable until the date that is ninety (90) days after such termination (with such period being extended to one (1) year after the date of such termination in the event of the Participant’s Disability or due death during such ninety (90) day period), on which date they shall expire, and (B) Options granted to such Participant, to the Participant’s deathextent that they were not exercisable at the time of such termination, a pro-rated number shall expire at the close of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based business on the number date of days in such termination. Notwithstanding the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein foregoing, no Option shall be settled in accordance with Section 4exercisable after the expiration of its term. (cii) In the event of the termination of a Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s RetirementDisability or death, (A) Options granted to such Participant, to the RSUs granted hereunder extent that they were exercisable at the time of such termination, shall remain outstanding exercisable until the date that is one (1) year after such termination, on which date they shall expire, and eligible (B) Options granted to vestsuch Participant, notwithstanding such termination of employment or service, based on (and to the extent) extent that they were not exercisable at the Committee’s determination that time of such termination, shall expire at the Performance Conditions have been satisfied close of business on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurredof such termination. Notwithstanding the foregoing, if no Option shall be exercisable after the Date expiration of Grant its term. (iii) In the event of the RSUs is not termination of a Participant’s employment or service for Cause, all outstanding Options granted to such Participant shall expire at least six months prior to the commencement of business on the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Datesuch termination. (div) If the Participant’s For purposes of determining which Options are exercisable upon termination of employment with or service to the Company Group terminates for any reason after the last day purposes of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reasonthis Section 7(h), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs Options that are not exercisable solely due to a blackout period shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Datebe considered exercisable. (ev) Notwithstanding anything herein to the contrary, an Incentive Stock Option may not be exercised more than three (3) months following the RSUs granted hereunder shall become immediately fully vested date as of which a Participant ceases to be an Employee for any reason other than death or Disability. In the Termination Date and settled in accordance with Section 4 if event that an Option is exercisable following the Participant’s employment with date that is three (3) months following the date as of which a Participant ceases to be an Employee for any reason other than death or service to the Company Group Disability, such Option shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following deemed to be a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the CommitteeNonqualified Stock Option. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to the provisions of this Section 57, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs portions of the Option shall terminate as of the effective date of termination (the “Termination Date”), and all the vested portions of the Participant’s rights hereunder with respect to such unvested RSUs Option shall cease as of remain exercisable for 90 days following the Termination Date (unless otherwise provided for by but in no event beyond the Committee in accordance with expiration of the PlanOption Period). (b) If the Participant’s employment or service is terminated by the Service Recipient during for Cause or by the Performance Period Participant when grounds existed for Cause at the time thereof (as determined by the Committee), the vested and unvested portions of the Option shall terminate as of the Termination Date. (c) The Option granted hereunder, to the extent not then vested, shall become immediately fully vested as of the Termination Date and may be exercised, in whole or in part, in accordance with Section 6 if the Participant’s employment with or service to the Company Group shall be terminated: (i) by the Company due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number in which case the Option may be exercised until the earlier of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting one year following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of death or Disability or the Participant’s Retirement, any unvested RSUs shall terminate as end of the Termination Date.Option Period; or (dii) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, Cause or by the Participant for Good Reason, in either case Reason if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), in which case the Option may be exercised until the earlier of 90 days following the Termination Date or the end of the Option Period. (d) Except as otherwise provided in this Section 7, if the Participant’s employment with the actual number Company Group shall terminate due to Retirement, any portion of RSUs determined based on (i) actual performance through the Shares subject to the Option that remains unvested as of the Termination DateDate shall continue to vest following the Termination Date in accordance with the vesting schedule listed in the Award Notice as if the Participant remained employed or in service so long as no Restrictive Covenant Violation occurs, as determined by the Committee, or (ii) its designee, in its sole discretion, prior to the applicable vesting date. Any Shares subject to the Option that vest as provided herein may be exercised in accordance with Section 6 until the end of the Option Period. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Committee determines that measurement Date of actual performance canGrant of the Option is not be reasonably assessedat least six months prior to the date of the Participant’s Retirement, the assumed achievement unvested portions of target performance the Option shall terminate as determined by of the CommitteeTermination Date, and the vested portions of the Option shall remain exercisable for 90 days following the Termination Date (but in no event beyond the expiration of the Option Period). (fe) For purposes of this Section 57, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject An Awardee who, whether voluntarily or involuntarily, terminates from the Company or otherwise ceases to the provisions of be employed in a participating position at any time during a Performance Period, shall not be eligible to receive a payout except as set forth in this Section 5. Except as provided in this Section 5, if in order to receive payment of the ParticipantStock Award upon vesting, the Awardee must be listed on the payroll of the Company or an Affiliate on the date when the Stock Award is paid out. Except as the Committee may otherwise determine, termination of Awardee’s employment with or service for any reason shall occur on the date such Awardee ceases to perform services for the Company Group terminates for or any reason, the unvested RSUs shall terminate as Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of the effective date notice of termination (the “Termination Date”)or, and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as a member of the Termination Date (unless otherwise provided for by Board who is not also an employee of the Committee in accordance with Company or any Subsidiary, the Plan)date such Awardee is no longer a member of the Board. (b) If An Awardee who dies or terminates employment as a result of becoming totally and permanently disabled during a Performance Period shall have paid to his or her estate or designated beneficiaries or, in the Participant’s employment case of disability, either (i) him or service is terminated her or (ii) his or her legally appointed guardian, at the end of the Performance Period, a payout based on the full amount of the specified percentage of the Target Award determined by the Service Recipient Committee under Section 3 for the full Performance Period; except that, with respect to any Performance Period in which such death or termination of employment occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the Award determined under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period due to or during the Participant’s Disability or due to the Participant’s deathdate of such death or termination of employment, a pro-rated number and the denominator of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on which is the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 412-month period. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s RetirementUnless otherwise required under local law, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on an Awardee who retires (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in Company’s then current retirement policy) during a Performance Period shall, at the end of the Performance Period, be entitled to receive his or her Long-Term Performance Program payout based on the full amount of the specified percentage of the Target Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the CommitteeCommittee under Section 3 for the full Performance Period; except that, or its designee, with respect to any Performance Period in its sole discretion) prior to which such retirement occurs during the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to first 12 months of the Participant’s right to continued vesting following RetirementPerformance Period, the Committeepayout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined under Section 3 for the full Performance Period times (b) a fraction, or its designee, may require the Participant to certify in writing prior to numerator of which is the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding number of days from the foregoing, if the Date of Grant beginning of the RSUs is not at least six months prior Performance Period to the date of such retirement, and the Participant’s Retirement, any unvested RSUs shall terminate as denominator of which is the Termination Datenumber of days in the 12-month period. (d) If An Awardee who is demoted from eligibility and accordingly ceases to be employed in a participating position at any time during a Performance Period shall, at the Participant’s employment end of the Performance Period, be entitled to receive his or her Long-Term Performance Program payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Performance Period; except that, with or service respect to any Performance Period in which such demotion occurs during the Company Group terminates first 12 months of the Performance Period, the payout for any reason after such Performance Period shall equal an amount calculated by multiplying (a) the last day amount determined under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period and before to the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason)date of such demotion, and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to denominator of which is the extent) number of days in the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date12-month period. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as An Awardee who terminates employment at any time during a Performance Period under a Workforce Management Program of the Termination Date and settled in accordance with Section 4 if Company or its Subsidiary shall, at the Participant’s employment with end of the Performance Period, be entitled to receive his or service to her Long-Term Performance Program payout based on the Company Group shall be terminated full amount of the specified percentage of the Target Award determined by the Company other than Committee under Section 3 for Causethe full Performance Period; except that, or by the Participant for Good Reason, with respect to any Performance Period in either case if which such termination of the Participant’s employment occurs within during the first 12 months following a Change in Control of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined under Section 3 for the avoidance full Performance Period times (b) a fraction, the numerator of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with which is the actual number of RSUs determined based on (i) actual performance through days from the Termination Datebeginning of the Performance Period to the date of such termination of employment, as determined by and the Committee, or (ii) if denominator of which is the Committee determines that measurement number of actual performance cannot be reasonably assessed, days in the assumed achievement of target performance as determined by the Committee12-month period. (f) For purposes In the event of this Section 5, “Good Reason” means the occurrence of any a Change In Control of the followingCompany (as defined in Section 18(c) of the 2009 Stock Plan or any successor), without an Awardee shall, at the Participantearlier of the end of the Performance Period or the termination date of the LTPP, be guaranteed to receive a Long-Term Performance Program payout that is equivalent to the greater of the Target Award or the accrued amount of the payout (i.e., the amount accrued as the expected liability for this LTPP by the Company’s written consent:corporate finance department); except that, with respect to any Performance Period in which such Change in Control occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined herein times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such Change in Control, and the denominator of which is the number of days in the 12-month period.

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual i)actual performance through the Termination Date, as determined by the Committee, or (ii) if ii)if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject If the Awardee, whether voluntarily or involuntarily, terminates from the Company or otherwise ceases to be employed as an Officer or Executive (as defined below) at any time during the provisions of Performance Period, the Awardee shall not be eligible to receive a payout except as set forth in this Section 5 or another written agreement between the Awardee and the Company. Except as provided in this Section 5, if in order to receive payment of the ParticipantStock Award upon vesting, the Awardee must be an employee of the Company or an Affiliate on the last day of the Performance Period. Except as the Committee may otherwise determine, termination of the Awardee’s employment with or service to the Company Group terminates for any reason, reason shall be determined without regard to whether the unvested RSUs shall terminate as Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of the effective date notice of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan)termination. (b) If the Participant’s Awardee dies or terminates employment or service is terminated by the Service Recipient as a result of becoming totally and permanently disabled during the Performance Period due (“Disability Termination”), the Awardee shall have paid to his or during her estate or designated beneficiaries or, in the Participant’s case of Disability Termination, either (i) him or due to her or (ii) his or her legally appointed guardian, after the Participant’s deathend of the Performance Period, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) payout based on the number of days in the Performance Period prior to the Termination Date relative to the number full amount of the days in specified percentage of the Target Award as determined pursuant to this Agreement and the Notice for the full Performance Period. Any RSUs ; (except that vest as provided herein if such death, or Disability Termination occurs during the first 12 months of the Performance Period, the payout shall be settled in accordance with Section 4equal the Prorated Amount). (c) In If the event Awardee voluntarily terminates employment during the Participant’s employment with or service to Performance Period at such time as the Company Group is terminated as a result sum of the ParticipantAwardee’s Retirementage and years of Service equals or exceeds 75 years and the Awardee has attained the minimum age of 60, the RSUs granted hereunder shall remain outstanding Awardee shall, after the end of the Performance Period, be entitled to receive his or her Stock Award payout based on the full amount of the specified percentage of the Target Award as determined pursuant to this Agreement and eligible to vestthe Notice for the full Performance Period; except that, notwithstanding if such termination occurs during the first 12 months of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following RetirementPeriod, the Committee, or its designee, may require payout shall equal the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurredProrated Amount. Notwithstanding the foregoing, if the Date Company receives an opinion of Grant counsel that there has been a legal judgment and/or legal development in the Awardee’s jurisdiction that would likely result in the favorable treatment applicable to the Stock Award pursuant to this Section 5(c) being deemed unlawful and/or discriminatory, then the Company will not apply the favorable treatment at the time of the RSUs is Awardee’s termination of Service, and the Awardee shall not at least six months prior be eligible to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Datereceive a payout. (d) If the Participant’s employment with Awardee is demoted from the status as an officer or service to executive of the Company Group terminates for any reason as defined in the Company’s human resources system of record (“Officer” or “Executive”) during the Performance Period, the Awardee shall, after the last day end of the Performance Period and before the Determination Date (other than a termination by the Company for CausePeriod, be entitled to receive his or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest her Stock Award payout based on (the full amount of the specified percentage of the Target Award as determined pursuant to this Agreement and to the extent) Notice for the Committee’s determination that full Performance Period; except that, if such demotion occurs during the first 12 months of the Performance Conditions have been satisfied on Period, the Determination Datepayout shall equal the Prorated Amount. (e) Notwithstanding anything herein to If the contraryAwardee terminates employment at any time during the Performance Period under a Workforce Management Program or divestiture of the Company or its Subsidiary, the RSUs granted hereunder shall become immediately fully vested as Awardee shall, after the end of the Termination Date Performance Period, be entitled to receive his or her Stock Award payout based on the full amount of the specified percentage of the Target Award as determined pursuant to this Agreement and settled in accordance with Section 4 if the Participant’s employment with or service to Notice for the Company Group shall be terminated by the Company other than for Causefull Performance Period; except that, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within during the first 12 months following a Change in Control (for of the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessedPerformance Period, the assumed achievement of target performance as determined by payout shall equal the CommitteeProrated Amount. (f) For purposes of this Notwithstanding Section 5, “Good Reason” means the occurrence of any 18(c) of the followingPlan, without in the Participantevent of a Change of Control, the Awardee shall, as soon as practicable (and in all events within 74 days) after the earlier of (i) the end of the Performance Period or (ii) the date of such Change of Control, receive a Stock Award payout that is equivalent to the greater of the Target Award or the accrued amount of the payout (i.e., the amount accrued as the expected liability for the Stock Award by the Company’s written consent:corporate finance department); except that, if such Change of Control occurs during the first 12 months of the Performance Period, the payout shall equal (a) the amount determined herein, multiplied by (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such Change of Control, and the denominator of which is the number of days in the first 12 months of the Performance Period.

Termination of Employment or Service. (a) Subject to Notwithstanding the provisions of this Section 5vesting schedule set forth in SECTION 2, if you cease to be an Executive, a Non-Employee Director or a Discretionary Participant (as applicable) of the Participant’s Company or a Subsidiary (as applicable) due to a Termination for Cause, or if you terminate employment with without Good Reason, all outstanding Options whether vested or unvested shall be void and deemed to be forfeited upon the date your employment or service ceases and shall not be exercisable to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan)extent whatsoever. (b) If the Participant’s employment you cease to be an Executive or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number Discretionary Participant (as applicable) of the target number of RSUs granted hereunder shall become vested and nonforfeitable Company or a Subsidiary (irrespective of performanceas applicable) based on for any reason other than Cause or for Good Reason, the number of days in the Performance Period prior to the Termination Date relative to the number unvested portion of the days in Option shall terminate immediately and the full Performance Periodvested portion of the Option that is exercisable as of the date employment ceases shall remain exercisable for six (6) months following such termination, but not later than the expiration of the Option Term. Any RSUs that vest as provided herein If you do not exercise the Option during such period, the Option shall be settled in accordance with Section 4void and deemed to have been forfeited upon the expiration of such period and shall be of no further force or effect. (c) In the event the Participant’s employment with If you cease to be an Executive, a Non-Employee Director or service to a Discretionary Participant (as applicable) of the Company Group is terminated or a Subsidiary (as a result applicable) by reason of your death or Disability, the unvested portion of the Participant’s Retirement, Option shall immediately vest and become exercisable and the RSUs granted hereunder Option shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on exercisable for six (and to the extent6) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting months following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of death or Disability, but not later than the Participant’s Retirement, any unvested RSUs shall terminate as expiration of the Termination DateOption Term. If you, or your authorized representative in the case of death, do(es) not exercise the Option during such period, the Option shall be void and deemed to have been forfeited upon the expiration of such period and shall be of no further force or effect. (d) If you cease to be an Executive, a Non-Employee Director or a Discretionary Participant (as applicable) of the Participant’s Company or a Subsidiary (as applicable) by reason of your Retirement, the unvested portion of the Option shall terminate immediately, and the vested portion of the Option that is exercisable as of the date your employment with or service to ceases shall remain exercisable for six (6) months following the Company Group terminates for any reason after date of such Retirement, but not later than the last day expiration of the Performance Period Option Term. If you do not exercise the Option during such period, the Option shall be void and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible deemed to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on forfeited upon the Determination Dateexpiration of such period and shall be of no further force or effect. (e) Notwithstanding anything herein If you cease to be an Executive or a Discretionary Participant of the Company or a Subsidiary (as applicable) by reason of your Disability or death and only if price quotations for the Shares are not available on any exchange or national market system, you or the beneficial holder of the Option, as the case may be, shall have the right during the exercise period provided in SECTION 3(c) above to demand that the Company purchase the vested portion of the Option from you, or such beneficial holder, at a value equal to the contrary, the RSUs granted hereunder shall become immediately fully vested as value of the Termination Date and settled in accordance with Section 4 if difference between the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination Fair Market Value of the Participant’s employment occurs within 12 months following a Change in Control (for Shares and the avoidance exercise price of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committeesuch Option. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to the The provisions of this Section 54 shall apply in the event that a Change of Control does not occur during the Performance Period. (a) Except as set forth in this Section 4 or Section 5 below, if the Participant ceases to be employed by, or provide service to, the Employer for any reason before the Vesting Date (as defined on Exhibit A), the unvested PSUs shall automatically terminate and shall be forfeited as of the date of the Participant’s termination of employment or service. (b) Except as otherwise provided in Section 4(c) below, if the Participant’s employment with or service the Employer is terminated by the Employer without Cause (a “Qualifying Termination”) before the Vesting Date, to the Company Group terminates for any reasonextent that the performance period set forth on Exhibit A (the “Performance Period”) has not ended as of the date of such termination, the unvested RSUs PSUs shall terminate remain outstanding and shall vest in the amount determined accordance with Section 3(a) as if the Participant had continued in employment through the Vesting Date multiplied by a fraction, the numerator of which is the effective date total number of termination (calendar days during which the “Termination Date”)Participant was employed by the Employer during the Performance Period, and all the denominator of which is the Participant’s rights hereunder with respect to such unvested RSUs shall cease as total number of calendar days in the Termination Date (unless otherwise Performance Period, provided for by that the Committee in accordance with the Plan)Participant executes and does not revoke a Release. (bc) If the Participant’s employment or service with the Employer is terminated by the Service Recipient during Employer without Cause within six (6) months following a Change of Control and before the Vesting Date, to the extent that the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number has not ended as of the target number date of RSUs granted hereunder such termination, the unvested PSUs shall become vested remain outstanding and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that shall vest as provided herein shall be settled in accordance with Section 4. (c3(a) In as if the event Participant had continued in employment through the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s RetirementVesting Date, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination provided that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As Participant executes and does not revoke a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination DateRelease. (d) If the Participant’s employment with the Employer terminates by reason of death or service to Disability, in each case before the Company Group terminates for any reason after scheduled Vesting Date, the last day unvested PSUs shall automatically terminate and shall be forfeited as of the Performance Period and before date of the Determination Date (other than a Participant’s termination by the Company for Cause, of employment or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Dateservice. (e) Notwithstanding anything herein to the contraryFor purposes of this Agreement, the RSUs granted hereunder “Release” shall become immediately fully vested as mean a general release of the Termination Date any and settled in accordance with Section 4 if the Participant’s employment with or service to all claims against the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination and all related parties with respect to all matters arising out of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the CommitteeEmployer, or (ii) if and the Committee determines that measurement of actual performance cannot be reasonably assessedtermination thereof, in such form as the assumed achievement of target performance as determined by the CommitteeCompany shall determine. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject An Awardee who, whether voluntarily or involuntarily, terminates from the Company or otherwise ceases to be employed in a participating position at any time during a Vesting Period, shall not be eligible to receive a payout except as set forth in this Section 5 or other written agreement with the provisions of Company. Except as provided in this Section 5, if in order to receive payment of the ParticipantStock Award upon vesting, the Awardee must be listed on the payroll of the Company or an Affiliate on the last day of the Vesting Period. Except as the Committee may otherwise determine, termination of Awardee’s employment with or service to the Company Group terminates for any reason, the unvested RSUs reason shall terminate as be determined without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of the effective date notice of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan)termination. (b) If An Awardee who dies or terminates employment as a result of becoming totally and permanently disabled during a Vesting Period shall have paid to his or her estate or designated beneficiaries or, in the Participant’s employment case of disability, either (i) him or service is terminated her or (ii) his or her legally appointed guardian, on the one-year anniversary of the end of the Vesting Period, a payout based on the full amount of the specified percentage of the Target Award determined by the Service Recipient Committee under Section 3 for the full Vesting Period; except that, with respect to any Vesting Period in which such death or termination of employment occurs during the Performance first 12 months of the Vesting Period, the payout for such Vesting Period due to or during shall equal an amount calculated by multiplying (a) the Participant’s Disability or due Award determined under Section 3 for the full Vesting Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Vesting Period to the Participant’s deathdate of such death or termination of employment, a pro-rated number and the denominator of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on which is the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 412-month period. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s RetirementUnless otherwise required under local law, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on an Awardee who retires (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth Company’s retirement policy in effect on the date of grant of this Stock Award) during a Vesting Period shall, on the one-year anniversary of the end of the Vesting Period, be entitled to receive his or her Stock Award Notice, so long as no Restrictive Covenant Violation occurs (as payout based on the full amount of the specified percentage of the Target Award determined by the CommitteeCommittee under Section 3 for the full Vesting Period; except that, or its designee, with respect to any Vesting Period in its sole discretion) prior to which such retirement occurs during the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to first 12 months of the Participant’s right to continued vesting following RetirementVesting Period, the Committeepayout for such Vesting Period shall equal an amount calculated by multiplying (a) the amount determined under Section 3 for the full Vesting Period times (b) a fraction, or its designee, may require the Participant to certify in writing prior to numerator of which is the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding number of days from the foregoing, if the Date of Grant beginning of the RSUs is not at least six months prior Vesting Period to the date of such retirement, and the Participant’s Retirement, any unvested RSUs shall terminate as denominator of which is the Termination Datenumber of days in the 12-month period. (d) If An Awardee who is demoted from executive status at the Participant’s employment Company during a Vesting Period shall, on the one-year anniversary of the end of the Vesting Period, be entitled to receive his or her Stock Award payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Vesting Period; except that, with or service respect to any Vesting Period in which such demotion occurs during the first 12 months of the Vesting Period, the payout for such Vesting Period shall equal an amount calculated by multiplying (a) the amount determined under Section 3 for the full Vesting Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Vesting Period to the Company Group terminates for any reason after the last day date of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason)such demotion, and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to denominator of which is the extent) number of days in the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date12-month period. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as An Awardee who terminates employment at any time during a Vesting Period under a Workforce Management Program of the Termination Date and settled in accordance with Section 4 if Company or its Subsidiary shall, on the Participant’s employment with one-year anniversary of the end of the Vesting Period, be entitled to receive his or service to her Stock Award payout based on the Company Group shall be terminated full amount of the specified percentage of the Target Award determined by the Company other than Committee under Section 3 for Causethe full Vesting Period; except that, or by the Participant for Good Reason, with respect to any Vesting Period in either case if which such termination of the Participant’s employment occurs within during the first 12 months following a Change in Control of the Vesting Period, the payout for such Vesting Period shall equal an amount calculated by multiplying (a) the amount determined under Section 3 for the avoidance full Vesting Period times (b) a fraction, the numerator of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with which is the actual number of RSUs determined based on (i) actual performance through days from the Termination Datebeginning of the Vesting Period to the date of such termination of employment, as determined by and the Committee, or (ii) if denominator of which is the Committee determines that measurement number of actual performance cannot be reasonably assessed, days in the assumed achievement of target performance as determined by the Committee12-month period. (f) For purposes of this Notwithstanding Section 5, “Good Reason” means the occurrence of any 18(c) of the followingPlan, without in the Participantevent of a Change of Control , an Awardee shall, at the earlier of the end of the Vesting Period (on the one-year anniversary thereof) or the date of such Change of Control receive a Stock Award payout that is equivalent to the greater of the Target Award or the accrued amount of the payout (i.e., the amount accrued as the expected liability for this Stock Award by the Company’s written consent:corporate finance department); except that, with respect to any Vesting Period in which such Change of Control occurs during the first 12 months of the Vesting Period, the payout for such Vesting Period shall equal an amount calculated by multiplying (a) the amount determined herein times (b) a fraction, the numerator of which is the number of days from the beginning of the Vesting Period to the date of such Change of Control, and the denominator of which is the number of days in the 12-month period.

Termination of Employment or Service. (a) Subject to If the provisions of this Section 5, if the Participant’s Participant ceases employment with or service to the Company Group terminates and its Subsidiaries for any reasonreason prior to the end of the Performance Period (except following a Change in Control as described in Section 4(b) above), the unvested RSUs Units shall terminate as be immediately canceled and the Participant shall thereupon cease to have any right or entitlement to receive any shares of Common Stock under the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan)Award. (b) If Notwithstanding Sections 3(c) and 5(a) above, in the event the Participant’s employment or service to the Company and its Subsidiaries is terminated by the Service Recipient during the Performance Period Company or its Subsidiaries due to death or during the Participant’s Disability or due Disability, outstanding Units granted to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder Participant shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number restrictions thereon shall immediately lapse as of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result date of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service; provided, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs portion of any such Units that vest as provided herein shall become fully vested and free from such restrictions shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, date of termination as determined by the Committee, Committee or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target Target performance as determined by the Committee, in each case prorated based on the time elapsed from the Award Date to the date of termination of employment or service. The Units earned in accordance with the foregoing shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, but in no event later than seventy-four (74) days following the last day of the calendar year in which the termination of employment occurred. (fc) For purposes of this In addition, notwithstanding Section 55(a) above, “Good Reason” means in the occurrence of any of the following, without event the Participant’s written consent:employment or service to the Company and its Subsidiaries is terminated by the Company or its Subsidiaries prior to the end of the Performance Period other than for Cause (and other than (i) due to death or Disability as described in Section 5(b) above or (ii) by the Company other than for Cause or by the Participant for Good Reason following a Change in Control as described in Section 4(b) above), the Units shall become vested and the restrictions thereon shall immediately lapse as of the date of such termination of employment or service; provided, that the portion of any such Units that shall become fully vested and free from such restrictions shall be based on actual performance through the end of the Performance Period as determined by the Committee in accordance with Section 3 above, prorated based on the time elapsed from the Award Date to the date of termination of employment or service. The Units earned in accordance with the foregoing shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, subject to and in accordance with Section 3 above.

Termination of Employment or Service. (a) Subject to This provision replaces the provisions third sentence of the first paragraph of Section 2 of the Agreement: For purposes of the RSUs, except as provided in this Section 52, in the event of termination of the Participant's employment or service, the Participant's right to vest in the RSUs under the Plan, if any, will terminate and all unvested RSUs shall be forfeited on the date of termination; provided, however, that the committee of the Board of Directors of the Company appointed to administer the Plan (the “Committee”) may determine, in its sole discretion, that, if the Participant’s termination is due to any reason other than total disability or death (whether or not later found to be in invalid or in breach of employment with laws where the Participant is providing services or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as terms of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s deathagreement, a pro-rated number if any), vesting will cease and all unvested RSUs shall be forfeited as of the target number of RSUs granted hereunder shall become vested and nonforfeitable date that is the earlier of: (irrespective of performance1) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event date the Participant’s employment with or service to relationship is terminated, (2) the Company Group is terminated as a result date the Participant receives notice of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on or (3) the date the Participant is no longer actively employed by or in the service regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to, statutory law, regulatory law and/or common law). French Language Provision. The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Data Privacy. This provision supplements Section 2 of Appendix A: The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company, any parent or subsidiary corporation of the Company and the Committee to disclose and discuss the RSUs with their advisors. The Participant further authorizes the Company and any parent or subsidiary corporation of the Company to record such information and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, keep such information in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Dateemployee file. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to If the provisions of this Section 5, if the Participant’s Participant ceases employment with or service to the Company Group terminates and its Subsidiaries for any reasonreason prior to the end of the Performance Period, the unvested RSUs Units shall terminate as be immediately canceled and the Participant shall thereupon cease to have any right or entitlement to receive any shares of Common Stock under the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan)Award. (b) If Notwithstanding Sections 3(d) and 4(a) above, in the event (A) the Participant’s employment or service to the Company and its Subsidiaries is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company Subsidiaries other than for CauseCause (and other than due to death or Disability), or by the Participant for Good Reason, in either each case if such termination of the Participant’s employment occurs within 12 months following a Change in Control Control, or (for B) the avoidance Participant’s employment or service to the Company and its Subsidiaries is terminated by the Company or its Subsidiaries due to death or Disability, outstanding Units granted to the Participant shall become vested and the restrictions thereon shall immediately lapse as of doubtthe date of such termination of employment or service; provided, a Change in Control alone that the portion of any such Units that shall not, also, result in any vesting hereunder), with the actual number of RSUs determined become fully vested and free from such restrictions shall be based on (ix) actual performance through the Termination Date, date of termination as determined by the Committee, or (iiy) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target Target performance as determined by the Committee, in each case prorated based on the time elapsed from the Award Date to the date of termination of employment or service. The Units earned in accordance with the foregoing shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, but in no event later than 74 days following the last day of the calendar year in which the termination of employment occurred. (fc) For purposes of this In addition, notwithstanding Section 54(a) above, “Good Reason” means in the occurrence of any of the following, without event the Participant’s written consent:employment or service to the Company and its Subsidiaries is terminated by the Company or its Subsidiaries prior to the end of the Performance Period other than for Cause (and other than due to death or Disability, or by the Company other than for Cause or by the Participant for Good Reason within 12 months following a Change in Control, as described in Section 4(b) above), the Units shall become vested and the restrictions thereon shall immediately lapse as of the date of such termination of employment or service; provided, that the portion of any such Units that shall become fully vested and free from such restrictions shall be based on actual performance through the end of the Performance Period as determined by the Committee in accordance with Section 3 above, prorated based on the time elapsed from the Award Date to the date of termination of employment or service. The Units earned in accordance with the foregoing shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, subject to and in accordance with Section 3 above.

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate Except as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan).an Option Agreement, Participant Agreement or otherwise: (b1) If In the event of a Participant’s employment or service is terminated Termination prior to the applicable Expiration Date for any reason other than (i) by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if by reason of the Committee determines Participant’s death or Disability, (A) all vesting with respect to such Participant’s Options outstanding shall cease, (B) all of such Participant’s unvested Options outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (C) all of such Participant’s vested Options outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that measurement is ninety (90) days after the date of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committeesuch Termination. (f2) For purposes In the event of this Section 5a Participant’s Termination prior to the applicable Expiration Date by reason of such Participant’s death or Disability, “Good Reason” means the occurrence (i) all vesting with respect to such Participant’s Options outstanding shall cease, (ii) all of any such Participant’s unvested Options outstanding shall terminate and be forfeited for no consideration as of the followingdate of such Termination, without the and (iii) all of such Participant’s written consent:vested Options outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is twelve (12) months after the date of such Termination. (3) In the event of a Participant’s Termination prior to the applicable Expiration Date by the Service Recipient for Cause, all of such Participant’s Options outstanding (whether or not vested) shall immediately terminate and be forfeited for no consideration as of the date of such Termination.

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs Performance Cash Award shall terminate be terminated as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs Performance Cash Award shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Accelerated Performance Period or the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number dollar value of the target number of RSUs Performance Cash Award granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Accelerated Performance Period or the Performance Period, as applicable, prior to the Termination Date relative to the number of the days in the full Accelerated Performance Period or Performance Period, as applicable. Any RSUs portion of the Performance Cash Award that vest vests as provided herein shall be settled payable in accordance with Section 43. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs Performance Cash Award granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have Condition has been satisfied on the Accelerated Determination Date or Determination Date, as applicable, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Accelerated Determination Date or Determination Date, as applicable. Any RSUs portion of the Performance Cash Award that vest vests as provided herein shall be settled payable in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs Performance Cash Award is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs portion of the Performance Cash Award shall terminate as of the Termination Date. . (d) If In the event the Participant’s employment with or service to the Company Group terminates for any reason after is terminated during the last day of Accelerated Performance Period or the Performance Period and before Period, as applicable, by the Determination Date (Service Recipient other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before a pro-rated portion of the Determination Date, then all RSUs Performance Cash Award granted hereunder shall remain outstanding and eligible to vest vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have Condition has been satisfied on the Accelerated Determination Date or Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled applicable, in accordance with Section 4 if the Participant’s employment with or service to schedule set forth in the Company Group shall be terminated by the Company other than for CauseAward Notice, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment so long as no Restrictive Covenant Violation occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (iiits designee, in its sole discretion) if prior to the Committee determines that measurement Accelerated Determination Date or Determination Date, as applicable. Such pro-ration shall be based on the number of actual performance cannot be reasonably assesseddays in the Accelerated Period or Performance Period, as applicable, prior to the assumed achievement of target performance as determined by Termination Date relative to the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any number of the followingdays in the full Accelerated Performance Period or Performance Period, without as applicable. Any portion of the Performance Cash Award that vests as provided herein shall be payable in accordance with Section 4. As a pre-condition to the Participant’s written consent:right to continued vesting following his or her termination without Cause or resignation for Good Reason, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred.

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs Performance Cash Award shall terminate be terminated as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs Performance Cash Award shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Accelerated Performance Period or the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number target dollar value of the target number of RSUs Performance Cash Award granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Accelerated Performance Period or Performance Period, as applicable. Any RSUs portion of the Performance Cash Award that vest vests as provided herein shall be settled payable in accordance with Section 43. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs Performance Cash Award granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have Condition has been satisfied on the Accelerated Determination Date or Determination Date, as applicable, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Accelerated Determination Date or Determination Date, as applicable. Any RSUs portion of the Performance Cash Award that vest vests as provided herein shall be settled payable in accordance with Section 43. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs Performance Cash Form for Mark Xxxx Xxard is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs portion of the Performance Cash Award shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Accelerated Performance Period or Performance Period, as applicable, and before the Accelerated Determination Date or Determination Date, as applicable (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Accelerated Determination Date or Determination Date, as applicable, then all RSUs the Performance Cash Award shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have Condition has been satisfied on the Accelerated Determination Date or Determination Date, as applicable. (e) Notwithstanding anything herein to the contrary, the RSUs Performance Cash Award granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 3 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number vested portion of RSUs the Performance Cash Award determined based on (i) actual i)actual performance through the Termination Date, as determined by the Committee, or (ii) if ii)if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 54, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate Except as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan).a SAR Agreement, Participant Agreement, or otherwise: (b1) If In the event of a Participant’s employment or service is terminated Termination prior to the applicable Expiration Date for any reason other than (i) by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if by reason of the Committee determines Participant’s death or Disability, (A) all vesting with respect to such Participant’s Stock Appreciation Rights outstanding shall cease; (B) all of such Participant’s unvested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration as of the date of such Termination; and (C) all of such Participant’s vested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date, and (y) the date that measurement is 90 days after the date of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committeesuch Termination. (f2) For purposes In the event of this Section 5a Participant’s Termination prior to the applicable Expiration Date by reason of such Participant’s death or Disability, “Good Reason” means the occurrence (i) all vesting with respect to such Participant’s Stock Appreciation Rights outstanding shall cease; (ii) all of any such Participant’s unvested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration as of the following, without the date of such Termination; and (iii) all of such Participant’s written consent:vested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date, and (y) the date that is 12 months after the date of such Termination. (3) In the event of a Participant’s Termination prior to the applicable Expiration Date by the Service Recipient for Cause, all of such Participant’s Stock Appreciation Rights outstanding (whether or not vested) shall immediately terminate and be forfeited for no consideration as of the date of such Termination.

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, a pro-rated number of the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date, with such pro-rated number of RSUs which remain outstanding calculated based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee, in each case prorated based on the time elapsed from the Date of Grant to the Termination Date. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. Except as otherwise provided in the Award Agreement, an Option may be exercised only to the extent that it is then exercisable, and if at all times during the period beginning with the date of granting of such Option and ending on the date of exercise of such Option the Participant is an Employee or Non-Employee Director, and shall terminate immediately upon a Termination of the Participant. An Option shall cease to become newly exercisable upon a Termination of the holder thereof. Notwithstanding the immediately foregoing sentences, an Option may be exercised following Termination as provided below in this Section 6.8, unless otherwise provided in the Award Agreement: (a) Subject In the event a Participant ceases to be an Employee because of Retirement or ceases to be a Non-Employee Director because of voluntary resignation, the Participant shall have the right to exercise his or her Option, to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate extent exercisable as of the effective date of termination such Retirement or voluntary resignation, respectively, at any time within one (the “Termination Date”)1) year after Retirement or voluntary resignation, and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan)respectively. (b) If In the Participant’s employment event a Participant ceases to be an Employee or service is terminated Non-Employee Director due to Disability, the Option held by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due Participant may be exercised, to the Participant’s death, a pro-rated number extent exercisable as of the target number date of RSUs granted hereunder shall become vested and nonforfeitable such Termination, at any time within one (irrespective of performance1) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4year after such Termination. (c) In the event the a Participant’s employment with or service rendering of services as a Consultant to the Company Group is terminated or any Affiliate or Subsidiary or a Participant’s rendering of services as a result Non-Employee Director to the Company ceases for reasons other than those described in subsections (a) or (b) immediately above and not due to Termination for Xxxxx, his or her Option, to the extent exercisable as of the Participant’s Retirementdate of such Termination, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and may be exercised at any time prior to the extentfirst (1st) anniversary of the Committee’s determination that date of such Termination. (d) In the Performance Conditions event a Participant dies either while an Employee, Consultant or Non-Employee Director or after Termination under circumstances described in subsections (a), (b) or (c) immediately above within the applicable time period described therein, any Options held by such Participant, to the extent such Options would have been satisfied on the Determination Date, exercisable in accordance with the schedule set forth in the Award Notice, so long applicable subsection of this Section 6.8 as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirementdeath, may be exercised at any unvested RSUs shall terminate as of the Termination Date. time within one (d1) If year after the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination death by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with beneficiary or service to the Company Group shall be terminated by the Company other than for Cause, executors or by the Participant for Good Reason, in either case if such termination administrators of the Participant’s employment occurs within 12 months following a Change estate or by any person or persons who shall have acquired the Option directly from the Participant by bequest or inheritance, in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committeeaccordance herewith. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to the provisions of Except as set forth in this Section 54 or another written agreement between the Awardee and the Company, if any unvested portion of the ParticipantStock Award shall be forfeited immediately when the Awardee has had a termination of Service or otherwise ceases to be an Awardee Eligible to Vest. Except as the Committee may otherwise determine, termination of the Awardee’s employment with or service to the Company Group terminates Service for any reason, reason shall be determined without regard to whether the unvested RSUs shall terminate as Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of the effective date notice of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan)termination. (b) If Notwithstanding any provision in the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due Plan to the Participant’s deathcontrary, a pro-rated number of if an Awardee dies while an Employee, the target number of RSUs granted hereunder Stock Award shall become vested immediately vest in full and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 45 below. The vested Stock Award shall be delivered to the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to receive the vested Stock Award under the Awardee’s will or the laws of descent or distribution. (c) In Notwithstanding any provision in the event the Participant’s employment with or service Plan to the Company Group is terminated contrary, if the Awardee terminates Service due to (i) total and permanent disability (a “Disability Termination”), or (ii) an involuntary termination as part of a result of reduction in force under the ParticipantCompany’s RetirementWorkforce Management Program or divestiture, the RSUs granted hereunder Stock Award shall remain outstanding vest in full and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition 5 below. (d) Notwithstanding any provision in the Plan to the Participantcontrary, if the Awardee voluntarily terminates Service on or after such time as the sum of the Awardee’s right age and years of Service equals or exceeds 75 years and the Awardee has attained the minimum age of 60, any unvested portion of the Stock Award will be fully nonforfeitable and be settled upon the earliest to continued occur of (i) the normal vesting following Retirementdates set forth in Section 2 above, (ii) the CommitteeAwardee’s death and (iii) a Change of Control, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurredaccordance with Section 5 below. Notwithstanding the foregoing, if the Date Company receives an opinion of Grant counsel that there has been a legal judgment and/or legal development in the Awardee’s jurisdiction that would likely result in the favorable treatment applicable to the Stock Award pursuant to this Section 4(d) being deemed unlawful and/or discriminatory, then the Company will not apply the favorable treatment at the time of the RSUs is not at least six months prior to the date Awardee’s termination of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason)Service, and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs Stock Award shall remain outstanding and eligible to vest based on (and to the extent) the Committeebe forfeited immediately upon Awardee’s determination that the Performance Conditions have been satisfied on the Determination Datetermination of Service. (e) Notwithstanding anything herein In the event of a Change of Control, the Stock Award shall vest in full immediately prior to the contraryclosing of such Change of Control. The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the RSUs granted hereunder assumption, conversion, replacement or continuation shall become immediately fully vested as be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities. If the Stock Award is assumed, converted, or replaced in full by the successor corporation or a parent or subsidiary of the Termination Date and settled successor in connection with a Change of Control, such assumed, converted or replaced Stock Award shall be eligible to vest in accordance with Section 4 if the Participant’s employment with terms of this Award Agreement and any written change in control agreement or service plan applicable to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case Awardee (if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunderany), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to the provisions of Except as set forth in this Section 54 or another written agreement between the Awardee and the Company, if any unvested portion of the ParticipantStock Award shall be forfeited immediately when the Awardee has had a termination of Service or otherwise ceases to be an Awardee Eligible to Vest. Except as the Committee may otherwise determine, termination of the Awardee’s employment with or service to the Company Group terminates Service for any reason, reason shall be determined without regard to whether the unvested RSUs shall terminate as Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of the effective date notice of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan)termination. (b) If Notwithstanding any provision in the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due Plan to the Participant’s deathcontrary, a pro-rated number of if an Awardee dies while an Employee, the target number of RSUs granted hereunder Stock Award shall become vested immediately vest in full and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 45 below. The vested Stock Award shall be delivered to the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to receive the vested Stock Award under the Awardee’s will or the laws of descent or distribution. (c) In Notwithstanding any provision in the event the Participant’s employment with or service Plan to the Company Group is terminated contrary, if the Awardee terminates Service due to (i) total and permanent disability (a “Disability Termination”), or (ii) an involuntary termination as part of a result of reduction in force under the ParticipantCompany’s RetirementWorkforce Management Program or divestiture\, the RSUs granted hereunder Stock Award shall remain outstanding vest in full and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition 5 below. (d) Notwithstanding any provision in the Plan to the Participantcontrary, if the Awardee voluntarily terminates Service on or after such time as the sum of the Awardee’s right age and years of Service equals or exceeds 75 years and the Awardee has attained the minimum age of 60, any unvested portion of the Stock Award will be fully nonforfeitable and be settled upon the earliest to continued occur of (i) the normal vesting following Retirementdates set forth in Section 2 above, (ii) the CommitteeAwardee’s death and (iii) a Change of Control, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurredaccordance with Section 5 below. Notwithstanding the foregoing, if the Date Company receives an opinion of Grant counsel that there has been a legal judgment and/or legal development in the Awardee’s jurisdiction that would likely result in the favorable treatment applicable to the Stock Award pursuant to this Section 4(d) being deemed unlawful and/or discriminatory, then the Company will not apply the favorable treatment at the time of the RSUs is not at least six months prior to the date Awardee’s termination of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason)Service, and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs Stock Award shall remain outstanding and eligible to vest based on (and to the extent) the Committeebe forfeited immediately upon Awardee’s determination that the Performance Conditions have been satisfied on the Determination Datetermination of Service. (e) Notwithstanding anything herein In the event of a Change of Control, the Stock Award shall vest in full immediately prior to the contraryclosing of such Change of Control. The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with assumption, conversion, replacement or service to the Company Group continuation shall be terminated made by an entity with publicly traded securities and shall provide that the Company other than for Causeholders of such assumed, converted, replaced or by the Participant for Good Reason, in either case if continued Stock Awards shall be able to acquire such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committeepublicly traded securities. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. If the Participant’s Continuous Service terminates for any reason (aexcept as described in the proviso to this sentence), the Participant shall forfeit all right, title, and interest in and to any unvested portion of the RSUs as of the date of such termination, and such unvested portion of the RSUs shall be cancelled without further consideration or any act or action by the Participant; except that in the event a Change in Control of the Company as defined in the Plan occurs (1) Subject to after the provisions Participant has successfully completed six months of this Section 5Active full-time employment with the Company (or its Subsidiaries), if and (2) the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (bor its Subsidiaries) If the Participant’s employment or service is terminated by the Service Recipient during Company (or its Subsidiaries) without cause within twelve months after the Performance Period due to or during Change in Control, that portion of the Award which would, but for the Participant’s Disability or due to termination, have vested within the Participant’s death, a pro-rated number of [•] months following the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based termination will vest immediately on the number date of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Periodtermination. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirementaddition, the RSUs granted hereunder Participant shall remain outstanding forfeit all right, title, and eligible to vest, notwithstanding such termination of employment or service, based on (interest in and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant any outstanding portion of the RSUs is not at least six months prior that has vested upon the earliest to the date occur of the following circumstances: (x) immediately upon termination of Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a Continuous Service if such termination by the Company is for Cause, ; or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extenty) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such following termination of the Participant’s employment occurs within 12 months following a Change in Control (for Continuous Service if the avoidance Participant breaches any of doubt, a Change in Control alone shall not, also, result Participant’s post-termination covenants in any vesting hereunderagreement between the Participant and the Company (or its Subsidiaries), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without . If the Participant’s written consent:Continuous Service is terminated involuntarily, the Participant’s Continuous Service immediately ceases and vesting immediately ceases on the date that the Participant is provided with notice of termination. Vesting will not continue even if the Participant continues to receive compensatory payments or pay in lieu of working notice from the Company or its Subsidiaries. If the Participant’s Continuous Service is terminated voluntarily by the Participant delivering a notice of resignation, the Participant’s Continuous Service ceases and vesting immediately ceases on the date specified in such resignation notice as the last day of work of the Participant.

Termination of Employment or Service. (a) Subject An Awardee who, whether voluntarily or involuntarily, terminates from the Company or otherwise ceases to be employed in a participating position at any time during a Performance Period, shall not be eligible to receive a payout except as set forth in this Section 5 or other written agreement with the provisions of Company. Except as provided in this Section 5, if in order to receive payment of the ParticipantStock Award upon vesting, the Awardee must be listed on the payroll of the Company or an Affiliate on the last day of the Performance Period. Except as the Committee may otherwise determine, termination of Awardee’s employment with or service to the Company Group terminates for any reason, the unvested RSUs reason shall terminate as be determined without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of the effective date notice of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan)termination. (b) If An Awardee who dies or terminates employment as a result of becoming totally and permanently disabled during a Performance Period shall have paid to his or her estate or designated beneficiaries or, in the Participant’s employment case of disability, either (i) him or service is terminated her or (ii) his or her legally appointed guardian, on the one-year anniversary of the end of the Performance Period, a payout based on the full amount of the specified percentage of the Target Award determined by the Service Recipient Committee under Section 3 for the full Performance Period; except that, with respect to any Performance Period in which such death or termination of employment occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the Award determined under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period due to or during the Participant’s Disability or due to the Participant’s deathdate of such death or termination of employment, a pro-rated number and the denominator of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on which is the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 412-month period. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s RetirementUnless otherwise required under local law, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on an Awardee who retires (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth Company’s retirement policy in effect on the date of grant of this Stock Award) during a Performance Period shall, on the one-year anniversary of the end of the Performance Period, be entitled to receive his or her Stock Award Notice, so long as no Restrictive Covenant Violation occurs (as payout based on the full amount of the specified percentage of the Target Award determined by the CommitteeCommittee under Section 3 for the full Performance Period; except that, or its designee, with respect to any Performance Period in its sole discretion) prior to which such retirement occurs during the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to first 12 months of the Participant’s right to continued vesting following RetirementPerformance Period, the Committeepayout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined under Section 3 for the full Performance Period times (b) a fraction, or its designee, may require the Participant to certify in writing prior to numerator of which is the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding number of days from the foregoing, if the Date of Grant beginning of the RSUs is not at least six months prior Performance Period to the date of such retirement, and the Participant’s Retirement, any unvested RSUs shall terminate as denominator of which is the Termination Datenumber of days in the 12-month period. (d) If An Awardee who is demoted from eligibility and accordingly ceases to be employed in a participating position at any time during a Performance Period shall, on the Participant’s employment one-year anniversary of the end of the Performance Period, be entitled to receive his or her Stock Award payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Performance Period; except that, with or service respect to any Performance Period in which such demotion occurs during the Company Group terminates first 12 months of the Performance Period, the payout for any reason after such Performance Period shall equal an amount calculated by multiplying (a) the last day amount determined under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period and before to the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason)date of such demotion, and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to denominator of which is the extent) number of days in the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date12-month period. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as An Awardee who terminates employment at any time during a Performance Period under a Workforce Management Program of the Termination Date and settled in accordance with Section 4 if Company or its Subsidiary shall, on the Participant’s employment with one-year anniversary of the end of the Performance Period, be entitled to receive his or service to her Stock Award payout based on the Company Group shall be terminated full amount of the specified percentage of the Target Award determined by the Company other than Committee under Section 3 for Causethe full Performance Period; except that, or by the Participant for Good Reason, with respect to any Performance Period in either case if which such termination of the Participant’s employment occurs within during the first 12 months following a Change in Control of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined under Section 3 for the avoidance full Performance Period times (b) a fraction, the numerator of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with which is the actual number of RSUs determined based on (i) actual performance through days from the Termination Datebeginning of the Performance Period to the date of such termination of employment, as determined by and the Committee, or (ii) if denominator of which is the Committee determines that measurement number of actual performance cannot be reasonably assessed, days in the assumed achievement of target performance as determined by the Committee12-month period. (f) For purposes of this Notwithstanding Section 5, “Good Reason” means the occurrence of any 18(c) of the followingPlan, without in the Participantevent of a Change of Control, an Awardee shall, at the earlier of the end of the Performance Period (on the one-year anniversary thereof) or the date of such Change of Control receive a Stock Award payout that is equivalent to the greater of the Target Award or the accrued amount of the payout (i.e., the amount accrued as the expected liability for this Stock Award by the Company’s written consent:corporate finance department); except that, with respect to any Performance Period in which such Change of Control occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined herein times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such Change of Control, and the denominator of which is the number of days in the 12-month period.

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-pro- rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no 5 Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual i)actual performance through the Termination Date, as determined by the Committee, or (ii) if ii)if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to the provisions of Except as set forth in this Section 5Agreement, if the Participant’s employment with Participant ceases to be employed by, or provide service to, the Employer for any reason prior to the Company Group terminates for scheduled Vesting Date, any reason, the unvested RSUs Stock Units shall automatically terminate and shall be forfeited as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as termination of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan)employment or service. (b) If the Participant’s employment or service with the Employer (i) is terminated by the Service Recipient during Employer without Cause (as defined in the Performance Period due Employment Agreement between the Employer and the Participant as in effect from time to time (the “Employment Agreement”)), (ii) is terminated by the Participant for Good Reason (as defined in the Employment Agreement), or during (iii) terminates by reason of death or Disability (as defined in the Employment Agreement), in each case before the scheduled Vesting Date, then if the Participant (or the Participant’s Disability executor, legal representative, administrator or due to designated beneficiary, as applicable, in the event of the Participant’s death, ) executes and does not revoke a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable Release (irrespective of performance) based on the number of days as defined in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled Employment Agreement) in accordance with Section 4. (c) In the event terms of the Participant’s employment with or service to Employment Agreement, any unvested Stock Units shall accelerate and become vested in full as of the Company Group is terminated as a result date of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based and such date shall be a Vesting Date for purposes of Section 5 and Section 6. (c) For the avoidance of doubt, termination of the Participant’s employment on account of the Company’s non-renewal of the Employment Agreement at the end of the Term (as defined in the Employment Agreement) (a “Company Non-Renewal”) shall not constitute termination without Cause or for Good Reason. In the event of a Company Non-Renewal, if the Participant executes and to does not revoke a Release (as defined in the extentEmployment Agreement) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in terms of the Award NoticeEmployment Agreement, so long as no Restrictive Covenant Violation occurs (as determined by the Committeethen solely with respect to any unvested Stock Units that, or its designeehad such Company Non-Renewal not occurred, in its sole discretion) would have vested prior to or at the Determination Date. Any RSUs that vest as provided herein shall be settled end of the fiscal year in accordance with Section 4. As a pre-condition to which the Participant’s right employment terminates due to continued vesting following Retirementsuch Company Non-Renewal, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date such unvested Stock Units shall become vested as of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirementtermination of employment, any unvested RSUs and such date shall terminate as be a Vesting Date for purposes of the Termination DateSection 5 and Section 6. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination Employer is terminated by the Company for Cause, all Stock Units, whether vested or by the Participant while grounds for Cause exist or without Good Reason)unvested, and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and that have not been paid prior to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination date of the Participant’s termination of employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone or service pursuant to Section 5 below shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, automatically terminate and shall be forfeited as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without date of the Participant’s written consent:termination of employment or service.

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as Upon termination of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the ParticipantEmployee’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number date all of the days in Restricted Shares vest, the full Performance Period. Any RSUs that vest as provided herein unvested Restricted Shares shall be settled in accordance with Section 4.treated as follows: (ci) In the event the Participant’s employment with or service to the Company Group is terminated Upon termination as a result of the Participant’s Retirementdeath or Disability prior to a Separation, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as unless otherwise determined by the Committee, the restrictions on the Restricted Shares shall remain in effect until, and shall lapse only upon, a Separation. (ii) Upon termination as a result of Retirement prior to a Separation, unless otherwise determined by the Committee, the restrictions on the Restricted Shares shall not be deemed to lapse, and the Restricted Shares shall not become fully vested, solely as a result of such pre-Separation Retirement. (iii) Upon termination as a result of death, Disability or Retirement upon or following a Separation, the restrictions on the Restricted Shares shall lapse and the Restricted Shares shall vest in full as provided in the Plan. (iv) Upon an involuntary termination of the Employee’s employment or service, other than for Cause by the Company, Affiliates of the Company or a Successor Employer, or a termination by the Employee for Good Reason (as defined below), the restrictions on the Restricted Shares shall lapse and the Restricted Shares shall vest in full. (v) Except to the extent otherwise provided above, the Restricted Shares shall be treated as provided in the Plan. Solely for purposes of applying the Plan provisions concerning termination of employment or service to this Section 2(b), (x) employment or service with a Successor Employer shall be considered employment or service with the Company or its designeeAffiliates and (y) any securities that are distributed with respect to the Restricted Shares in connection with a Separation shall be considered outstanding Awards of Restricted Stock. In addition, except to the extent such circumstances constitute Good Reason, if the Company requests that the Employee accept employment or service with a Successor Employer, the Employee declines to accept such employment and the Company terminates the Employee’s employment, then, solely for purposes of this Section 2(b), such involuntary termination of the Employee’s employment or service shall be deemed to be for Cause. If the Employee takes an approved unpaid leave of absence from the Company, an Affiliate of the Company or a Successor Employer, the Committee (or, in the case of a Successor Employer, the compensation committee of the board of directors of such Successor Employer (the “Successor Committee”)) may, in its sole discretion, delay any vesting date(s) prior to take into account the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to period(s) during which the Participant’s right to continued vesting following RetirementEmployee was not actively employed by the Company, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant an Affiliate of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination DateCompany or a Successor Employer. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to If the provisions of this Section 5, if the Participant’s Participant ceases employment with or service to the Company Group terminates and its Subsidiaries for any reasonreason prior to the end of the Performance Period (except following a Change in Control as described in Section 4(b) above), the unvested RSUs Units shall terminate as be immediately canceled and the Participant shall thereupon cease to have any right or entitlement to receive any shares of Common Stock under the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan)Award. (b) If Notwithstanding Sections 3(d) and 5(a) above, in the event the Participant’s employment or service to the Company and its Subsidiaries is terminated by the Service Recipient during the Performance Period Company or its Subsidiaries due to death or during the Participant’s Disability or due Disability, outstanding Units granted to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder Participant shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number restrictions thereon shall immediately lapse as of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result date of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service; provided, that the portion of any such Units that shall become fully vested and free from such restrictions shall be based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (ix) actual performance through the Termination Date, date of termination as determined by the Committee, Committee or (iiy) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target Target performance as determined by the Committee, in each case prorated based on the time elapsed from the Award Date to the date of termination of employment or service. The Units earned in accordance with the foregoing shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, but in no event later than 74 days following the last day of the calendar year in which the termination of employment occurred. (fc) For purposes of this In addition, notwithstanding Section 55(a) above, “Good Reason” means in the occurrence of any of the following, without event the Participant’s written consent:employment or service to the Company and its Subsidiaries is terminated by the Company or its Subsidiaries prior to the end of the Performance Period other than for Cause (and other than (x) due to death or Disability as described in Section 5(b) above or (y) by the Company other than for Cause or by the Participant for Good Reason following a Change in Control as described in Section 4(b) above), the Units shall become vested and the restrictions thereon shall immediately lapse as of the date of such termination of employment or service; provided, that the portion of any such Units that shall become fully vested and free from such restrictions shall be based on actual performance through the end of the Performance Period as determined by the Committee in accordance with Section 3 above, prorated based on the time elapsed from the Award Date to the date of termination of employment or service. The Units earned in accordance with the foregoing shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, subject to and in accordance with Section 3 above.

Termination of Employment or Service. (a) Subject If the Awardee, whether voluntarily or involuntarily, terminates from the Company or otherwise ceases to be employed as an Officer or Executive (as defined below) at any time during the provisions of Performance Period, the Awardee shall not be eligible to receive a payout except as set forth in this Section 5 or another written agreement between the Awardee and the Company. Except as provided in this Section 5, if in order to receive payment of the ParticipantStock Award upon vesting, the Awardee must be an employee of the Company or an Affiliate on the last day of the Performance Period. Except as the Committee may otherwise determine, termination of the Awardee’s employment with or service to the Company Group terminates for any reason, reason shall be determined without regard to whether the unvested RSUs shall terminate as Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of the effective date notice of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan)termination. (b) If the Participant’s Awardee dies or terminates employment or service is terminated by the Service Recipient as a result of becoming totally and permanently disabled during the Performance Period due (“Disability Termination”), the Awardee shall have paid to his or during her estate or designated beneficiaries or, in the Participant’s case of Disability Termination, either (i) him or due to her or (ii) his or her legally appointed guardian, after the Participant’s deathend of the Performance Period, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) payout based on the number of days in the Performance Period prior to the Termination Date relative to the number full amount of the days in specified percentage of the Target Award as determined pursuant to this Agreement and the Notice for the full Performance Period. Any RSUs ; (except that vest as provided herein if such death, or Disability Termination occurs during the first 12 months of the Performance Period, the payout shall be settled in accordance with Section 4equal the Prorated Amount). (c) In Unless otherwise required under local law, if the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on Awardee retires (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth Company’s local retirement policy in effect on the Grant Date) during the Performance Period, the Awardee shall, after the end of the Performance Period, be entitled to receive his or her Stock Award Notice, so long as no Restrictive Covenant Violation occurs (payout based on the full amount of the specified percentage of the Target Award as determined by pursuant to this Agreement and the CommitteeNotice for the full Performance Period; except that, or its designee, in its sole discretion) prior to if such retirement occurs during the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to first 12 months of the Participant’s right to continued vesting following RetirementPerformance Period, the Committee, or its designee, may require payout shall equal the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination DateProrated Amount. (d) If the Participant’s employment with Awardee is demoted from the status as an officer or service to executive of the Company Group terminates for any reason as defined in the Company’s human resources system of record (“Officer” or “Executive”) during the Performance Period, the Awardee shall, after the last day end of the Performance Period and before the Determination Date (other than a termination by the Company for CausePeriod, be entitled to receive his or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest her Stock Award payout based on (the full amount of the specified percentage of the Target Award as determined pursuant to this Agreement and to the extent) Notice for the Committee’s determination that full Performance Period; except that, if such demotion occurs during the first 12 months of the Performance Conditions have been satisfied on Period, the Determination Datepayout shall equal the Prorated Amount. (e) Notwithstanding anything herein to If the contraryAwardee terminates employment at any time during the Performance Period under a Workforce Management Program of the Company or its Subsidiary, the RSUs granted hereunder shall become immediately fully vested as Awardee shall, after the end of the Termination Date Performance Period, be entitled to receive his or her Stock Award payout based on the full amount of the specified percentage of the Target Award as determined pursuant to this Agreement and settled in accordance with Section 4 if the Participant’s employment with or service to Notice for the Company Group shall be terminated by the Company other than for Causefull Performance Period; except that, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within during the first 12 months following a Change in Control (for of the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessedPerformance Period, the assumed achievement of target performance as determined by payout shall equal the CommitteeProrated Amount. (f) For purposes of this Notwithstanding Section 5, “Good Reason” means the occurrence of any 18(c) of the followingPlan, without in the Participantevent of a Change of Control, the Awardee shall, as soon as practicable (and in all events within 74 days) after the earlier of (i) the end of the Performance Period or (ii) the date of such Change of Control, receive a Stock Award payout that is equivalent to the greater of the Target Award or the accrued amount of the payout (i.e., the amount accrued as the expected liability for the Stock Award by the Company’s written consent:corporate finance department); except that, if such Change of Control occurs during the first 12 months of the Performance Period, the payout shall equal (a) the amount determined herein, multiplied by (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such Change of Control, and the denominator of which is the number of days in the first 12 months of the Performance Period.

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) In the event the Participant’s employment with or service to the Company Group is terminated other than for Cause, or by the Participant for Good Reason, a pro-rated number of RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Such pro-ration shall be based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following his or her termination without Cause or resignation for Good Reason, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. (e) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (ef) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (fg) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (ai) Subject If the Employee’s employment or other service with the Company and its subsidiaries is involuntarily terminated without Cause prior to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reasonInitial Vesting Date, the unvested RSUs shall terminate as Employee will be entitled to receive the Pro-Rata Portion of the effective date Time-Vested Award. Fifty percent (50%) of termination (the “Termination Date”), and all such Pro-Rata Portion of the Participant’s rights hereunder with respect to Time-Vested Award will be paid out on the Initial Vesting Date and the remaining fifty percent (50%) of such unvested RSUs shall cease as Pro-Rata Portion of the Termination Date (unless otherwise provided for by Time-Vested Award will be paid out on the Committee Final Vesting Date; provided, however, that any unpaid portion of such Pro-Rata Portion of the Time-Vested Award shall be paid upon the consummation of a Change in accordance with the Plan)Control. (bii) If the ParticipantEmployee’s employment or other service with the Company and its subsidiaries is involuntarily terminated by without Cause on or after the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested Initial Vesting Date and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative Final Vesting Date, the Employee will be entitled to receive the full amount of the remaining Time-Vested Award as if the Employee’s employment had not terminated prior to the number Final Vesting Date, with such amount being paid out on the Final Vesting Date; provided, however, that any unpaid portion of the days in the full Performance Period. Any RSUs that vest as provided herein such Time-Vested Award shall be settled paid upon the consummation of a Change in accordance with Section 4Control. (ciii) In If the event the ParticipantEmployee’s employment or other service with or service the Company and its subsidiaries is terminated prior to the Company Group is terminated Final Vesting Date as a result of the ParticipantEmployee’s Retirementdeath or Disability, the RSUs granted hereunder shall remain outstanding and eligible Employee will be entitled to vest, notwithstanding such termination receive the full amount of the Time-Vested Award as if the Employee’s employment or service, based on (and had not terminated prior to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Final Vesting Date, in accordance with such amount being paid out according to the payment schedule set forth in Section 3(c) as if the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) Employee’s employment had not terminated prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Final Vesting Date. (div) If the ParticipantEmployee’s employment or other service with or service to the Company Group terminates and its subsidiaries is terminated for any reason after or in any circumstances other than (A) involuntary termination without Cause or (B) the last day Employee’s death or Disability, the Employee’s right to receive payment of the Performance Period Time-Vested Award, to the extent not previously vested or terminated, will thereupon terminate and before the Determination Date (other than a termination by be canceled. If any Time-Vested Award amounts are canceled, the Company for Cause, or by will not be obligated to pay the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (Employee any consideration whatsoever for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committeecanceled Time-Vested Award amounts. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. [For purposes of this Agreement, the Merger shall not constitute a Change in Control.] (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, a pro-rated number of the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date, with such pro-rated number of RSUs which remain outstanding calculated based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:

Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate Except as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan).an Option Agreement, Participant Agreement, or otherwise: (b1) If In the event of a Participant’s employment or service is terminated Termination prior to the applicable Expiration Date for any reason other than (i) by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if by reason of the Committee determines Participant’s death or Disability, (A) all vesting with respect to such Participant’s Options outstanding shall cease; (B) all of such Participant’s unvested Options outstanding shall terminate and be forfeited for no consideration as of the date of such Termination; and (C) all of such Participant’s vested Options outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date, and (y) the date that measurement is 90 days after the date of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committeesuch Termination. (f2) For purposes In the event of this Section 5a Participant’s Termination prior to the applicable Expiration Date by reason of such Participant’s death or Disability, “Good Reason” means the occurrence (i) all vesting with respect to such Participant’s Options outstanding shall cease; (ii) all of any such Participant’s unvested Options outstanding shall terminate and be forfeited for no consideration as of the following, without the date of such Termination; and (iii) all of such Participant’s written consent:vested Options outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date, and (y) the date that is 12 months after the date of such Termination. (3) In the event of a Participant’s Termination prior to the applicable Expiration Date by the Service Recipient for Cause, all of such Participant’s Options outstanding (whether or not vested) shall immediately terminate and be forfeited for no consideration as of the date of such Termination.

Termination of Employment or Service. (a) Subject Except as set forth in this Agreement, if the Participant ceases to be employed by, or provide service to, the Employer for any reason prior to the provisions scheduled Vesting Date, any unvested Stock Units shall automatically terminate and shall be forfeited as of this the date of the Participant’s termination of employment or service. (b) Except as otherwise provided in Section 54(c) below, if the Participant’s employment with or service to the Company Group terminates for Employer is terminated by the Employer without Cause before the scheduled Vesting Date, then if the Participant executes and does not revoke a Release, any reason, unvested Stock Units that would have become vested if the unvested RSUs Participant had remained employed through the next scheduled Vesting Date shall terminate accelerate and become vested as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to termination of employment or service, such date shall be a Vesting Date for purposes of Section 5 and Section 6, and any remaining unvested RSUs Stock Units shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan)be forfeited. (bc) If the Participant’s employment or service with the Employer is terminated by the Service Recipient during Employer without Cause within six (6) months following a Change of Control but before the Performance Period due to or during scheduled Vesting Date, then if the Participant’s Disability or due to the Participant’s deathParticipant executes and does not revoke a Release, a pro-rated number any unvested Stock Units shall accelerate and become vested in full as of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result date of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein such date shall be settled in accordance with a Vesting Date for purposes of Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date5 and Section 6. (d) If the Participant’s employment with the Employer terminates by reason of death or service to the Company Group terminates for any reason after the last day of the Performance Period and Disability, in each case before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination scheduled Vesting Date, then all RSUs if the Participant (or the Participant’s executor, legal representative, administrator or designated beneficiary, as applicable, in the event of the Participant’s death) executes and does not revoke a Release, any unvested Stock Units shall remain outstanding accelerate and eligible to vest based on (become vested in full as of the date of the Participant’s termination of employment or service, and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Datesuch date shall be a Vesting Date for purposes of Section 5 and Section 6. (e) Notwithstanding anything herein to the contraryFor purposes of this Agreement, the RSUs granted hereunder “Release” shall become immediately fully vested as mean a general release of the Termination Date any and settled in accordance with Section 4 if the Participant’s employment with or service to all claims against the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination and all related parties with respect to all matters arising out of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the CommitteeEmployer, or (ii) if and the Committee determines that measurement of actual performance cannot be reasonably assessedtermination thereof, in such form as the assumed achievement of target performance as determined by the CommitteeCompany shall determine. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent: