Common use of Terms and Conditions of the Award Clause in Contracts

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested and certified in the manner set forth in paragraph 1.F. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units. B. The Committee may terminate the Award at any time on or prior to the Vesting Date (as defined in the Grant Notice) if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. Prior to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. D. If the Participant’s employment with the Company terminates prior to the Vesting Date but after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, as determined in the Committee’s sole discretion), the Participant shall be entitled to the same Award to which the Participant would have been entitled had the Participant’s employment continued through the Vesting Date (based on actual performance as measured against the Award Goals), and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. In the event of the Participant’s death during his or her employment with the Company prior to the Vesting Date but after the first anniversary of the Date of Grant, the Participant’s Award shall be deemed fully vested and such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Date”), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. If the Participant’s employment with the Company terminates prior to the Vesting Date for any reason other than retirement, disability, job elimination or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 2.E. shall be paid as soon as practicable following the Certification Date, subject to paragraph 2.C. hereof. F. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals. G. In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units that vest pursuant to this paragraph 1.G. shall not be subject to the performance and certification procedures contemplated by paragraph 1.F. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units TSR Shares confirmed in the Grant Notice. The Award of Restricted Stock Units TSR Shares is made under Article VII VIII of the Plan. Unless and until the Restricted Stock Units TSR Shares are vested and certified in the manner set forth in paragraph 1.F. 1.G. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock UnitsTSR Shares. B. The Committee may terminate the Award at any time on or prior to during the Vesting Date (as defined in the Grant Notice) Award Period if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. The Participant shall be entitled to a Dividend Equivalent with respect to the number of TSR Shares that are actually earned or to which the Participant is determined to be entitled to in accordance with this paragraph 1, in an aggregate amount equal to the product of the number of TSR Shares that are earned and/or become payable, multiplied by each dividend paid on the Common Stock during the period commencing on the first day of the Award Period and ending on the date the TSR Shares are paid to the Participant. Notwithstanding the foregoing, Dividend Equivalents with respect to any unvested portion of this Award shall be subject to the same vesting and forfeiture restrictions as the TSR Shares awarded hereunder. Unless prohibited under applicable law or otherwise determined by the Committee in its discretion, the value of such Dividend Equivalents shall be automatically deferred, on behalf of the Participant, into the Participant's account under the Deferred Compensation Plan in accordance with the Participant's investment elections under such plan. To the extent the Dividend Equivalents have not been deferred, the Dividend Equivalents shall be paid to the Participant at the same time and in the same form the underlying TSR Shares are paid as contemplated in paragraph 2.A. hereof. For purposes of the time and form of payment requirements of Section 409A of the Code, such Dividend Equivalents shall be treated separately from the TSR Shares. D. Prior to settlement of any vested Restricted Stock UnitsTSR Shares, such Restricted Stock Units TSR Shares will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s 's obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. D. E. If the Participant’s 's employment with the Company or any Employer terminates prior to during the Vesting Date but Award Period but, on or after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, as determined in the Committee’s 's sole discretion), the Participant shall be entitled to a prorated Award which shall be determined at the same end of the Award Period by multiplying the number of TSR Shares to which the Participant would otherwise have been entitled had the Participant’s Participant continued in employment continued through the Vesting Date duration of the Award Period (based on actual performance as measured against the Award Goals)Goals in accordance with Section 162(m) of the Code) by a fraction, the numerator of which is the number of whole months the Participant was employed during the Award Period and the denominator of which is the total number of calendar months in the Award Period, and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that pursuant to the provisions of the Plan to reduce or eliminate any payout made or to be made to such Participant will be entitled to a lesser in respect of his or her Award. In the event of the Participant’s 's death during his the Award Period but on or her employment with the Company prior to the Vesting Date but after the first anniversary of the Date of Grant, the Participant’s Award Committee, in its sole discretion, shall determine the number of TSR Shares to which the Participant should be deemed fully vested and such entitled, if any, not to exceed the maximum number of TSR Shares that are eligible to vest based on actual performance under the Award. Such Award shall be paid to the Participant’s 's Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Certification Date”), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. F. If the Participant’s 's employment with the Company or any Employer terminates prior to during the Vesting Date Award Period for any reason other than retirement, disability, job elimination , or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s 's Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, Award but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 2.E. shall be paid as soon as practicable following the Certification Date, subject to paragraph 2.C. hereof. F. G. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the payout for the Award above the amount payable as a result of based on the actual performance as measured against the Award Goals. G. H. In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units TSR Shares determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested TSR Shares payable at the “target” level, shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units TSR Shares that vest pursuant to this paragraph 1.G. 1.H. shall not be subject to the performance and certification procedures contemplated by paragraph 1.F. 1.G. hereof). The amount of any cash to be paid in lieu of Common Stock, if any, shall be determined using the average of the closing sale prices reported on the New York Stock Exchange-Composite Tape for the Common Stock for all days in the last full month prior to the date of such Involuntary Termination during which the New York Stock Exchange was open.The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination. If the Participant is a party to a Change in Control Employment Agreement with the Company (a “Change in Control Agreement”), “Change in Control Period” for purposes of this Agreement shall have the meaning ascribed to the term “Employment Period,” as defined in the Change in Control Agreement, and if the Participant is not a party to a Change in Control Agreement, the term shall mean the period commencing on the date of a Change in Control (as defined in the Plan) and ending on the earlier of the Participant's date of Retirement and the last day of the Award Period.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units TSR Shares confirmed in the Grant Notice. The Award of Restricted Stock Units TSR Shares is made under Article VII VIII of the Plan. Unless and until the Restricted Stock Units TSR Shares are vested and certified in the manner set forth in paragraph 1.F. 1.G. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock UnitsTSR Shares. B. The Committee may terminate the Award at any time on or prior to during the Vesting Date (as defined in the Grant Notice) Award Period if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. The Participant shall be entitled to a Dividend Equivalent with respect to the number of TSR Shares that are actually earned or to which the Participant is determined to be entitled to in accordance with this paragraph 1, in an aggregate amount equal to the product of the number of TSR Shares that are earned and/or become payable, multiplied by each dividend paid on the Common Stock during the period commencing on the first day of the Award Period and ending on the date the TSR Shares are paid to the Participant. Unless prohibited under applicable law or otherwise determined by the Committee in its discretion, the value of such Dividend Equivalents shall be automatically deferred, on behalf of the Participant, into the Participant’s account under the Deferred Compensation Plan in accordance with the Participant’s investment elections under such plan. To the extent the Dividend Equivalents have not been deferred, the Dividend Equivalents shall be paid to the Participant at the same time and in the same form the underlying TSR Shares are paid as contemplated in paragraph 2.A. hereof. For purposes of the time and form of payment requirements of Section 409A of the Code, such Dividend Equivalents shall be treated separately from the TSR Shares. D. Prior to settlement of any vested Restricted Stock UnitsTSR Shares, such Restricted Stock Units TSR Shares will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. D. E. If the Participant’s employment with the Company terminates prior to during the Vesting Date Award Period but after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, as determined in the Committee’s sole discretion), the Participant shall be entitled to a prorated Award which shall be determined at the same end of the Award Period by multiplying the lesser of (i) the target number of TSR Shares subject to the Award and (ii) the number of TSR Shares to which the Participant would otherwise have been entitled had the Participant’s Participant continued in employment continued through the Vesting Date duration of the Award Period (based on actual performance as measured against the Award Goals)Goals in accordance with Section 162(m) of the Code) by a fraction, the numerator of which is the number of whole months the Participant was employed during the Award Period and the denominator of which is the total number of calendar months in the Award Period, and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that pursuant to the provisions of the Plan to reduce or eliminate any payout made or to be made to such Participant will be entitled to a lesser in respect of his or her Award. In the event of the Participant’s death during his or her employment with the Company prior to the Vesting Date Award Period but after the first anniversary of the Date of Grant, the Participant’s Award Committee, in its sole discretion, shall determine the number of TSR Shares to which the Participant should be deemed fully vested and such entitled, if any, not to exceed the maximum number of TSR Shares that are eligible to vest under the Award. Such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Certification Date”), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. F. If the Participant’s employment with the Company terminates prior to during the Vesting Date Award Period for any reason other than retirement, disability, job elimination or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 2.E. 1.F. shall be paid as soon as practicable following the Certification Date, subject to paragraph 2.C. hereof. F. G. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals. G. H. In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units TSR Shares determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested TSR Shares payable at the “target” level, shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units TSR Shares that vest pursuant to this paragraph 1.G. 1.H. shall not be subject to the performance and certification procedures contemplated by paragraph 1.F. 1.G. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested and certified in the manner set forth in paragraph 1.F. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units. B. The Committee may terminate the Award at any time on or prior to the Vesting Date (as defined in the Grant Notice) if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. Prior to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. D. If the Participant’s employment with the Company terminates prior to the Vesting Date but after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, each as determined in the Committee’s sole discretion), the Participant shall be entitled to the same Award to which the Participant would have been entitled had the Participant’s employment continued through the Vesting Date (based on actual performance as measured against the Award Goals)Date, and such Award shall be paid as soon as practicable following the Certification Date (as defined below)Vesting Date, subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. In the event of the Participant’s death during his or her employment with the Company prior to the Vesting Date but after the first anniversary of the Date of Grant, the Participant’s Award shall be deemed fully vested and such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Date”), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. If the Participant’s employment with the Company terminates prior to the Vesting Date for any reason other than retirement, disability, job elimination or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against which case the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 2.E. shall be paid as soon as practicable following the Certification Vesting Date, subject to paragraph 2.C. hereof. F. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals. G. In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, Award shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units that vest pursuant to this paragraph 1.G. shall not be subject to the performance and certification procedures contemplated by paragraph 1.F. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested and certified in the manner set forth in paragraph 1.F. 1.P. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units. B. The Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, except as otherwise expressly provided in the Plan, the Grant Notice and/or this Agreement. C. The Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units even if Restricted Stock Units have been awarded in the past. D. All decisions with respect to future awards, if any, will be at the sole discretion of the Company. E. The Participant’s participation in the Plan is voluntary. F. For Participants located outside of the United States, the Restricted Stock Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or, if different, the Subsidiary employing the Participant (the “Employer”) and the Restricted Stock Units are outside the scope of the Participant’s employment contract, if any. G. The Restricted Stock Units, the underlying shares of Common Stock, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary. H. Neither the award of Restricted Stock Units nor any provision of this Agreement, the Plan, the Grant Notice, or any policies adopted pursuant to the Plan confer upon the Participant any right with respect to employment or continuation of current employment with the Company or any Subsidiary, and in the event that the Participant is not an employee of the Company, the award of Restricted Stock Units shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary. I. The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty. J. No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any). K. The Committee may terminate the Award at any time on or prior to the Vesting Date (as defined in the Grant Notice) if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. L. Prior to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. D. M. If the Participant’s employment with the Company or any Employer terminates prior to the Vesting Date but but, on or after the first anniversary of the Date of Grant because of retirement, disability or disability, job elimination (eachelimination, including termination of employment by the Company due to a divestiture, each as determined in the Committee’s sole discretion), or death, the Participant shall be entitled to the same payments under the Award to which the Participant would have been entitled had the Participant’s employment continued through the Vesting Date (based on actual performance as measured against the Award Goals)Date, and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. In the event of the Participant’s death during his or her employment with the Company prior to the Vesting Date but after the first anniversary of the Date of Grant, the Participant’s Award shall be deemed fully vested and such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Date”), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. N. If the Participant’s employment with the Company or any Employer terminates prior to the Vesting Date for any reason other than retirement, disability, job elimination elimination, including termination of employment by the Company due to a divestiture, each as determined in the Committee’s sole discretion, or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with the requirements of Section 162(m) . O. For purposes of the CodeAward, the Participant’s employment or service relationship will be considered terminated as of the date the Participant is no longer actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the case of a termination jurisdiction where the Participant is employed or the terms of the Participant’s employment due agreement, if any), and unless otherwise expressly provided in this Agreement, the Plan, the Grant Notice, the Change in Control Agreement, or any offer letter and/or employment agreement referenced herein, or determined by the Company, the Participant’s right to retirement vest in the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or job elimination. Any payout any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Award pursuant (including whether the Participant may still be considered to this paragraph 2.E. shall be paid as soon as practicable following the Certification Date, subject to paragraph 2.C. hereofproviding services while on a leave of absence). F. P. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of on or before March 15 following the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Determination Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals. G. Q. In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units that vest pursuant to this paragraph 1.G. 1.Q. shall not be subject to the performance and certification determination procedures contemplated by paragraph 1.F. 1.P. hereof). The amount of any cash to be paid in lieu of Common Stock, if any, shall be determined using the closing sale price reported on the New York Stock Exchange-Composite Tape for the Common Stock on the date of Involuntary Termination, or if there is no sale on such date, for the nearest preceding date upon which such sale took place. If required to avoid additional taxes, penalties or interest under Section 409A (as determined by the Committee, in its sole discretion), the Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested and certified in the manner set forth in paragraph 1.F. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units. B. The Committee may terminate the Award at any time on or prior to during the Vesting Date (as defined in the Grant Notice) Award Period if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. Prior If the Participant is deemed to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation be a Covered Employee as of the Companylast day of an Award Period, payable (if at all) only from the general assets of the Company. The CompanyParticipant’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall Award for that Award Period will be made and under the Participant shall have no greater rights than an unsecured general creditor of Executive Officers’ LTIP; provided, that: (1) Awards under the Company. Except as otherwise specifically provided Executive Officers’ LTIP will only be made if the Committee certifies that the Award Goals set forth in the Grant Notice have been achieved, and (2) the Committee reserves the right to exercise negative discretion in reducing or this Agreement, eliminating any Award that would otherwise be payable. If the Participant shall have no rights as is not deemed to be a stockholder “Covered Employee,” the Participant’s Award will be made under the Key Executive LTIP; provided, that the Committee may, in its sole discretion, adjust the amount of the Company by virtue of an Award Goal during an Award Period for any Restricted Stock Units granted under this Award unless and until such Award Participant. The LTIP that is determined to be vested and resulting shares of Common Stock are issued applicable to the ParticipantParticipant under the provision set forth above is referred to in this agreement as the “applicable LTIP.” D. If the Participant’s employment with the Company terminates prior to during the Vesting Date Award Period but after the first anniversary of the Grant Date of Grant because of retirement, disability or job elimination retirement Disability (each, as determined in accordance with the Committee’s sole discretion)applicable LTIP) or job elimination, the Participant shall be entitled to the same Award to which the Participant would have been entitled had has the Participant’s employment continued through to the Vesting Date (based on actual performance as measured against end of the Award Goals), and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereofPeriod; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. In the event of If the Participant’s death during his or her employment with the Company prior to terminates during the Vesting Date Award Period but after the first anniversary of the Grant Date because of Grantthe Participant’s death, the Participant’s Award shall be deemed fully vested earned and such Award shall be paid as promptly as practicable to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Date”), subject to paragraph 2.C. hereofBeneficiary; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. If the Participant’s employment with the Company terminates prior to during the Vesting Date Award Period for any reason other than retirement, disabilityDisability, job elimination or death, or for any reason before the first anniversary of the Date of GrantGrant Date, the Participant’s Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout payment with respect to the Award, but in no event shall . F. Promptly following the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout end of the Award pursuant to this paragraph 2.E. shall be paid as soon as practicable following Period, the Certification Date, subject to paragraph 2.C. hereof. F. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout payment for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals. G. In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, shall become fully vested, and the payout of the The Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units that vest pursuant to this paragraph 1.G. shall not be subject to the performance and certification procedures contemplated by paragraph 1.F. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A provisions of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting applicable LTIP concerning Change in an Involuntary Termination shall be the date Control of the Involuntary TerminationCompany.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units TSR Shares confirmed in the Grant Notice. The Award of Restricted Stock Units TSR Shares is made under Article VII VIII of the Plan. Unless and until the Restricted Stock Units TSR Shares are vested and certified in the manner set forth in paragraph 1.F. 1.G. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock UnitsTSR Shares. B. The Committee may terminate the Award at any time on or prior to during the Vesting Date (as defined in the Grant Notice) Award Period if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. The Participant shall be entitled to a Dividend Equivalent with respect to the number of TSR Shares that are actually earned or to which the Participant is determined to be entitled to in accordance with this paragraph 1, in an aggregate amount equal to the product of the number of TSR Shares that are earned and/or become payable, multiplied by each dividend paid on the Common Stock during the period commencing on the first day of the Award Period and ending on the date the TSR Shares are paid to the Participant. Notwithstanding the foregoing, Dividend Equivalents with respect to any unvested portion of this Award shall be subject to the same vesting and forfeiture restrictions as the TSR Shares awarded hereunder. Unless prohibited under applicable law or otherwise determined by the Committee in its discretion, the value of such Dividend Equivalents shall be automatically deferred, on behalf of the Participant, into the Participant’s account under the Deferred Compensation Plan in accordance with the Participant’s investment elections under such plan. To the extent the Dividend Equivalents have not been deferred, the Dividend Equivalents shall be paid to the Participant at the same time and in the same form the underlying TSR Shares are paid as contemplated in paragraph 2.A. hereof. For purposes of the time and form of payment requirements of Section 409A of the Code, such Dividend Equivalents shall be treated separately from the TSR Shares. D. Prior to settlement of any vested Restricted Stock UnitsTSR Shares, such Restricted Stock Units TSR Shares will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. D. E. If the Participant’s employment with the Company terminates prior to during the Vesting Date but Award Period but, on or after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, as determined in the Committee’s sole discretion), the Participant shall be entitled to a prorated Award which shall be determined at the same end of the Award Period by multiplying the lesser of (i) the target number of TSR Shares subject to the Award and (ii) the number of TSR Shares to which the Participant would otherwise have been entitled had the Participant’s Participant continued in employment continued through the Vesting Date duration of the Award Period (based on actual performance as measured against the Award Goals)Goals in accordance with Section 162(m) of the Code) by a fraction, the numerator of which is the number of whole months the Participant was employed during the Award Period and the denominator of which is the total number of calendar months in the Award Period, and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that pursuant to the provisions of the Plan to reduce or eliminate any payout made or to be made to such Participant will be entitled to a lesser in respect of his or her Award. In the event of the Participant’s death during his the Award Period but on or her employment with the Company prior to the Vesting Date but after the first anniversary of the Date of Grant, the Participant’s Award Committee, in its sole discretion, shall determine the number of TSR Shares to which the Participant should be deemed fully vested and such entitled, if any, not to exceed the maximum number of TSR Shares that are eligible to vest under the Award. Such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Certification Date”), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. F. If the Participant’s employment with the Company terminates prior to during the Vesting Date Award Period for any reason other than retirement, disability, job elimination or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 2.E. 1.F. shall be paid as soon as practicable following the Certification Date, subject to paragraph 2.C. hereof. F. G. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals. G. H. In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units TSR Shares determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested TSR Shares payable at the “target” level, shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units TSR Shares that vest pursuant to this paragraph 1.G. 1.H. shall not be subject to the performance and certification procedures contemplated by paragraph 1.F. 1.G. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested and certified in the manner set forth in paragraph 1.F. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units. B. The Committee may terminate the Award at any time on or prior to the Vesting Date (as defined in the Grant Notice) if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. Prior to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s 's obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. D. If the Participant’s 's employment with the Company or any Employer terminates prior to the Vesting Date but but, on or after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, each as determined in the Committee’s 's sole discretion)) or death, the Participant shall be entitled to the same Award to which the Participant would have been entitled had the Participant’s 's employment continued through the Vesting Date (based on actual performance as measured against the Award Goals)Date, and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. In the event of the Participant’s death during his or her employment with the Company prior to the Vesting Date but after the first anniversary of the Date of Grant, the Participant’s Award shall be deemed fully vested and such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Date”), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. If the Participant’s 's employment with the Company or any Employer terminates prior to the Vesting Date for any reason other than retirement, disability, job elimination or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s 's Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against which case the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 2.E. shall be paid as soon as practicable following the Certification Vesting Date, subject to paragraph 2.C. hereof. . F. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the payout for the Award above the amount payable as a result of based on the actual performance as measured against the Award Goals. G. In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units that vest pursuant to this paragraph 1.G. shall not be subject to the performance and certification procedures contemplated by paragraph 1.F. hereof). The amount of any cash to be paid in lieu of Common Stock, if any, shall be determined using the closing sale price reported on the New York Stock Exchange-Composite Tape for the Common Stock on the date of Involuntary Termination, or if there is no sale on such date, for the nearest preceding date upon which such sale took place. The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination. If the Participant is a party to a Change in Control Employment Agreement with the Company (a “Change in Control Agreement”), “Change in Control Period” for purposes of this Agreement shall have the meaning ascribed to the term “Employment Period,” as defined in the Change in Control Agreement, and if the Participant is not a party to a Change in Control Agreement, the term shall mean the period commencing on the date of a Change in Control (as defined in the Plan) and ending on the earlier of the Participant's date of Retirement and the Vesting Date. “Retirement” for purposes of this paragraph 1.G. shall mean the Executive's termination of employment on or after (i) with respect to a participant in the PPG Industries, Inc. Retirement Income Plan, an Executive's “normal retirement date” as defined in the PPG Industries, Inc. Retirement Income Plan, provided such termination is voluntary, (ii) with respect to any Executive that the Company may subject to compulsory retirement under the Age Discrimination in Employment Act (29 U.S.C. § 621 et. seq.) (ADEA) as a “bona fide executive or a high policy maker,” such Executive's “normal retirement date,” (iii) with respect to a participant in the PPG Industries Defined Contribution Retirement Plan, the Executive's Social Security normal retirement date, provided that such termination is voluntary, or, (iv) with respect to a participant for whom the provisions in (i) through (iii) are not applicable, the Executive's attainment of age sixty-five (65), provided the termination is voluntary. “Involuntary Termination” for purposes of this Agreement shall mean, if the Participant is a party to a Change in Control Agreement, a termination of the Participant's employment that gives rise to payments and benefits under Section 6 of the Change in Control Agreement, and if the Participant is not a party to a Change in Control Agreement, shall mean a termination by the Company for any reason other than Cause, death or Disability (as the terms are hereinafter defined). “Cause” for purposes of a Participant who is not a party to a Change in Control Agreement shall have the same meaning as that term is defined in the Participant's offer letter or other applicable employment agreement; or, if there is no such definition, “Cause” means, as determined by the Committee in good faith: (i) engaging in any act, or failing to act, or misconduct that is injurious to the Company or its Subsidiaries; (ii) gross negligence or willful misconduct in connection with the performance of duties; (iii) conviction of (or entering a plea of guilty or nolo contendere to) a criminal offense (other than a minor traffic offense); (iv) fraud, embezzlement or misappropriation of funds or property of the Company or a Subsidiary; (v) material breach of any term of any agreement between the Participant and the Company or a Subsidiary relating to employment, consulting or other services, confidentiality, intellectual property or non-competition; (vi) the entry of an order duly issued by any regulatory agency (including federal, state and local regulatory agencies and self-regulatory bodies) having jurisdiction over the Company or a Subsidiary requiring the removal from any office held by the Participant with the Company or prohibiting or materially limiting the Participant from participating in the business or affairs of the Company or any Subsidiary. “Disability” for purposes of this Agreement shall mean disability which, after the expiration of more than 52 weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested and certified in the manner set forth in paragraph 1.F. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units. B. The Committee may terminate the Award at any time on or prior to the Vesting Date (as defined in the Grant Notice) if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. Prior to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. D. If the Participant’s employment with the Company terminates prior to the Vesting Date but after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, each as determined in the Committee’s sole discretion), the Participant shall be entitled to the same Award to which the Participant would have been entitled had the Participant’s employment continued through the Vesting Date (based on actual performance as measured against the Award Goals)Date, and such Award shall be paid as soon as practicable following the Certification Date (as defined below)Vesting Date, subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. In the event of the Participant’s death during his or her employment with the Company prior to the Vesting Date but after the first anniversary of the Date of Grant, the Participant’s Award shall be deemed fully vested and such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Date”), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. If the Participant’s employment with the Company terminates prior to the Vesting Date for any reason other than retirement, disability, job elimination or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against which case the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 2.E. shall be paid as soon as practicable following the Certification Vesting Date, subject to paragraph 2.C. hereof. F. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals. G. In The Award shall be subject to the event that, during provisions of Section 7.04 of the Plan concerning a Change in Control Period (as hereinafter defined), of the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the CommitteeCompany, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, shall become fully vested, and which case the payout of the Award shall be made as soon as practicable following the date of the Involuntary TerminationChange in Control, subject to paragraph 2.C. hereof (for avoidance of doubthereof; provided, however, that if the Change in Control would not constitute a “change in control event” under U.S. Treas. Reg. § 1.409A-3(i)(5), then the restrictions to which the Restricted Stock Units that vest pursuant to this paragraph 1.G. are subject shall not terminate as provided in Section 7.04 of the Plan, but the payout of the Award shall be made as soon as practicable following the Vesting Date, subject to the performance and certification procedures contemplated by paragraph 1.F. 2.C. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units TSR Shares confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested and certified in the manner set forth in paragraph 1.F. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units. B. The Committee may terminate the Award at any time on or prior to during the Vesting Date (as defined in the Grant Notice) Award Period if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. Prior If the Participant is deemed to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation be a Covered Employee as of the Companylast day of an Award Period, payable (if at all) only from the general assets of the Company. The CompanyParticipant’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall Award for that Award Period will be made and under the Participant shall have no greater rights than an unsecured general creditor of Executive Officers’ LTIP; provided, that: (1) Awards under the Company. Except as otherwise specifically provided Executive Officers’ LTIP will only be made if the Committee certifies that the Award Goals set forth in the Grant Notice have been achieved, and (2) the Committee reserves the right to exercise negative discretion in reducing or eliminating any Award that would otherwise be payable. If the Participant is not deemed to be a “Covered Employee,” the Participant’s Award will be made under the Key Executive LTIP; provided, that the Committee may, in its sole discretion, adjust the amount of an Award Goal during an Award Period for any such Participant. The LTIP that is determined to be applicable to the Participant under the provision set forth above is referred to in this Agreementagreement as the “applicable LTIP.” D. On each date that the Company pays a dividend on its Common Stock during the Award Period, the Participant shall have no rights as be entitled to a stockholder Dividend Equivalent on each TSR Share in the Participant’s TSR Account. Unless prohibited under applicable law or otherwise determined by the Committee in its discretion, the value of such Dividend Equivalents shall be automatically deferred, on behalf of the Company by virtue Participant, into the PPG Stock Account of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the ParticipantDeferred Compensation Plan. D. E. If the Participant’s employment with the Company terminates prior to during the Vesting Date Award Period but after the first anniversary of the Grant Date of Grant because of retirement, disability retirement or job elimination Disability (each, as determined in accordance with the Committee’s sole discretion)applicable LTIP) or job elimination, the Participant shall be entitled to the same Award to which the Participant would have been entitled had has the Participant’s employment continued through to the Vesting Date (based on actual performance as measured against end of the Award Goals), and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereofPeriod; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. In the event of If the Participant’s death during his or her employment with the Company prior to terminates during the Vesting Date Award Period but after the first anniversary of the Grant Date because of Grantthe Participant’s death, the Participant’s Award shall be deemed fully vested earned and such Award shall be paid as promptly as practicable to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Date”), subject to paragraph 2.C. hereofBeneficiary; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. F. If the Participant’s employment with the Company terminates prior to during the Vesting Date Award Period for any reason other than retirement, disabilityDisability, job elimination or death, or for any reason before the first anniversary of the Date of GrantGrant Date, the Participant’s Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout payment with respect to the Award, but in no event shall . G. Promptly following the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout end of the Award pursuant to this paragraph 2.E. shall be paid as soon as practicable following Period, the Certification Date, subject to paragraph 2.C. hereof. F. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout payment for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals. G. In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, shall become fully vested, and the payout of the H. The Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units that vest pursuant to this paragraph 1.G. shall not be subject to the performance and certification procedures contemplated by paragraph 1.F. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A provisions of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting applicable LTIP concerning Change in an Involuntary Termination shall be the date Control of the Involuntary TerminationCompany.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units TSR Shares confirmed in the Grant Notice. The Award of Restricted Stock Units TSR Shares is made under Article VII VIII of the Plan. Unless and until the Restricted Stock Units TSR Shares are vested and certified in the manner set forth in paragraph 1.F. 1.G. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock UnitsTSR Shares. B. The Committee may terminate the Award at any time on or prior to during the Vesting Date (as defined in the Grant Notice) Award Period if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. The Participant shall be entitled to a Dividend Equivalent with respect to the number of TSR Shares that are actually earned or to which the Participant is determined to be entitled to in accordance with this paragraph 1, in an aggregate amount equal to the product of (x) the number of TSR Shares that are earned and/or become payable and (y) the sum of all dividends paid on the Common Stock during the period commencing on the first day of the Award Period and ending on the date the TSR Shares are paid to the Participant. Notwithstanding the foregoing, Dividend Equivalents with respect to any unvested portion of this Award shall be subject to the same vesting and forfeiture restrictions as the TSR Shares awarded hereunder. Each Dividend Equivalent is a bookkeeping entry representing the equivalent in value of a dividend paid on a share of Common Stock payable in accordance with the provisions of paragraph 2 hereof. Unless and until the TSR Shares are vested and certified in the manner set forth in paragraph 1.G. and 2.A. hereof, the Participant shall have no right to settlement of any such Dividend Equivalents. If the Participant is a participant in the Deferred Compensation Plan, then, unless prohibited under applicable law or otherwise determined by the Committee in its discretion, the value of such Dividend Equivalents shall be automatically deferred, on behalf of the Participant, into the Participant’s account under the Deferred Compensation Plan in accordance with the Participant’s investment elections under such plan. To the extent the Dividend Equivalents have not been deferred, the Dividend Equivalents shall be paid to the Participant at the same time and in the same form the underlying TSR Shares are paid as contemplated in paragraph 2.A. hereof. For purposes of the time and form of payment requirements of Section 409A of the Code, such Dividend Equivalents shall be treated separately from the TSR Shares. D. Prior to settlement of any vested Restricted Stock UnitsTSR Shares, such Restricted Stock Units TSR Shares will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. D. E. If the Participant’s employment with the Company or any Employer terminates prior to during the Vesting Date but Award Period but, on or after the first anniversary of the Date of Grant because of retirement, disability disability, or job elimination (eachelimination, including termination of employment by the Company due to a divestiture, each as determined in the Committee’s sole discretion), the Participant shall be entitled to a prorated Award which shall be determined by multiplying the same Award number of TSR Shares to which the Participant would otherwise have been entitled had the Participant’s Participant continued in employment continued through the Vesting Date (based on actual performance as measured against duration of the Award Goals)Period by a fraction, the numerator of which is the number of whole months the Participant was employed during the Award Period and the denominator of which is the total number of calendar months in the Award Period, and such Award shall be paid as soon as practicable following if the Certification Date (as defined below)Participant had continued employment, subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. In the event of the Participant’s death during his the Award Period but on or her employment with the Company prior to the Vesting Date but after the first anniversary of the Date of Grant, the Participant’s Award shall be deemed fully vested and such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Date”), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may shall determine that the number of TSR Shares to which the Participant will should be entitled entitled, if any, not to a lesser Awardexceed the maximum number of TSR Shares that are eligible to vest based on actual performance under the Award and such Award shall be paid as if the Participant had continued employment, subject to paragraph 2.C. hereof. E. F. If the Participant’s active employment with the Company or any Employer terminates prior to during the Vesting Date Award Period for any reason other than retirement, disability, job elimination elimination, including termination of employment by the Company due to a divestiture, each as determined in the Committee’s sole discretion, or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 2.E. shall be paid as soon as practicable following the Certification Date, subject to paragraph 2.C. hereof. F. G. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of on or before March 15 following the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Determination Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals. G. H. In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units TSR Shares determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested TSR Shares payable at the “target” level, shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units TSR Shares that vest pursuant to this paragraph 1.G. 1.H. shall not be subject to the performance and certification determination procedures contemplated by paragraph 1.F. 1.G. hereof). The amount of any cash to be paid in lieu of Common Stock, if any, shall be determined using the average of the closing sale prices reported on the New York Stock Exchange-Composite Tape for the Common Stock for all days in the last full month prior to the date of such Involuntary Termination during which the New York Stock Exchange was open. The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.. If the Participant is a party to a Change in Control Employment Agreement with the Company (a “Change in Control Agreement”), “Change in Control Period” for purposes of this Agreement shall have the meaning ascribed to the term “Employment Period,” as defined in the Change in Control Agreement, and if the Participant is not a party to a

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested and certified in the manner set forth in paragraph 1.F. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units. B. The Committee may terminate the Award at any time on or prior to the Vesting Date (as defined in the Grant Notice) if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. Prior to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. D. If the Participant’s employment with the Company terminates prior to the Vesting Date but after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, as determined in the Committee’s sole discretion), the Participant shall be entitled to the same Award to which the Participant would have been entitled had the Participant’s employment continued through the Vesting Date (based on actual performance as measured against the Award Goals)Date, and such Award shall be paid as soon as practicable following the Certification Date (as defined below)Vesting Date, subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. In the event of the Participant’s death during his or her employment with the Company prior to the Vesting Date but after the first anniversary of the Date of Grant, the Participant’s Award shall be deemed fully vested and such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Date”), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. If the Participant’s employment with the Company terminates prior to the Vesting Date for any reason other than retirement, disability, job elimination or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against which case the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 2.E. shall be paid as soon as practicable following the Certification Vesting Date, subject to paragraph 2.C. hereof. F. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”)discretion. The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals. G. In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units that vest pursuant to this paragraph 1.G. shall not be subject to the performance and certification procedures contemplated by paragraph 1.F. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested and certified in the manner set forth in paragraph 1.F. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units. B. The Committee may terminate the Award at any time on or prior to the Vesting Date (as defined in the Grant Notice) if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. Prior to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. D. If the Participant’s employment with the Company terminates prior to the Vesting Date but after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, as determined in the Committee’s sole discretion), the Participant shall be entitled to the same Award to which the Participant would have been entitled had the Participant’s employment continued through the Vesting Date (based on actual performance as measured against the Award Goals)Date, and such Award shall be paid as soon as practicable following the Certification Date (as defined below)Vesting Date, subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. In the event of the Participant’s death during his or her employment with the Company prior to the Vesting Date but after the first anniversary of the Date of Grant, the Participant’s Award shall be deemed fully vested and such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Date”), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. If the Participant’s employment with the Company terminates prior to the Vesting Date for any reason other than retirement, disability, job elimination or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against which case the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 2.E. shall be paid as soon as practicable following the Certification Vesting Date, subject to paragraph 2.C. hereof. F. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”)discretion. The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals. G. In The Award shall be subject to the event that, during provisions of Section 7.04 of the Plan concerning a Change in Control Period (as hereinafter defined), of the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the CommitteeCompany, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, shall become fully vested, and which case the payout of the Award shall be made as soon as practicable following the date of the Involuntary TerminationChange in Control, subject to paragraph 2.C. hereof (for avoidance of doubthereof; provided, however, that if the Change in Control would not constitute a “change in control event” under U.S. Treas. Reg. § 1.409A-3(i)(5), then the restrictions to which the Restricted Stock Units that vest pursuant to this paragraph 1.G. are subject shall not terminate as provided in Section 7.04 of the Plan, but the payout of the Award shall be made as soon as practicable following the Vesting Date, subject to the performance and certification procedures contemplated by paragraph 1.F. 2.C. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested and certified in the manner set forth in paragraph 1.F. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units. B. The Committee may terminate the Award at any time on or prior to the Vesting Date (as defined in the Grant Notice) if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. Prior to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. D. If the Participant’s employment with the Company terminates prior to the Vesting Date but after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, as determined in the Committee’s sole discretion), the Participant shall be entitled to the same Award to which the Participant would have been entitled had the Participant’s employment continued through the Vesting Date (based on actual performance as measured against the Award Goals), and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. In the event of the Participant’s death during his or her employment with the Company prior to the Vesting Date but after the first anniversary of the Date of Grant, the Participant’s Award shall be deemed fully vested and such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Date”), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. If the Participant’s employment with the Company terminates prior to the Vesting Date for any reason other than retirement, disability, job elimination or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 2.E. shall be paid as soon as practicable following the Certification Date, subject to paragraph 2.C. hereof. F. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals. G. In The Award shall be subject to the event that, during provisions of Section 7.04 of the Plan concerning a Change in Control Period (as hereinafter defined), of the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the CommitteeCompany, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, shall become fully vested, and which case the payout of the Award shall be made as soon as practicable following the date of the Involuntary TerminationChange in Control, subject to paragraph 2.C. hereof; provided, however, that if the Change in Control would not constitute a “change in control event” under U.S. Treas. Reg. § 1.409A-3(i)(5), then the restrictions to which the Restricted Stock Units are subject shall terminate as provided in Section 7.04 of the Plan, but the payout of the Award shall be made as soon as practicable following the Certification Date, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units that vest pursuant to this paragraph 1.G. shall not be subject to the performance and certification procedures contemplated by paragraph Section 1.F. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested and certified in the manner set forth in paragraph 1.F. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units. B. The Committee may terminate the Award at any time on or prior to the Vesting Date (as defined in the Grant Notice) if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. Prior to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s 's obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. D. If the Participant’s 's employment with the Company or any Employer terminates prior to the Vesting Date but but, on or after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, each as determined in the Committee’s 's sole discretion)) or death, the Participant shall be entitled to the same Award to which the Participant would have been entitled had the Participant’s 's employment continued through the Vesting Date (based on actual performance as measured against the Award Goals), and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. In the event of the Participant’s death during his or her employment with the Company prior to the Vesting Date but after the first anniversary of the Date of Grant, the Participant’s Award shall be deemed fully vested and such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Date”), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. If the Participant’s 's employment with the Company or any Employer terminates prior to the Vesting Date for any reason other than retirement, disability, job elimination or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s 's Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 2.E. shall be paid as soon as practicable following the Certification Date, subject to paragraph 2.C. hereof. F. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the payout for the Award above the amount payable as a result of based on the actual performance as measured against the Award Goals. G. In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units that vest pursuant to this paragraph 1.G. shall not be subject to the performance and certification procedures contemplated by paragraph 1.F. hereof). The amount of any cash to be paid in lieu of Common Stock, if any, shall be determined using the closing sale price reported on the New York Stock Exchange-Composite Tape for the Common Stock on the date of Involuntary Termination, or if there is no sale on such date, for the nearest preceding date upon which such sale took place. The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units TSR Shares confirmed in the Grant Notice. The Award of Restricted Stock Units TSR Shares is made under Article VII VIII of the Plan. Unless and until the Restricted Stock Units TSR Shares are vested and certified in the manner set forth in paragraph 1.F. 1.G. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock UnitsTSR Shares. B. The Committee may terminate the Award at any time on or prior to during the Vesting Date (as defined in the Grant Notice) Award Period if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. On each date that the Company pays a dividend on its Common Stock prior to the payout of the Award, the Participant shall be entitled to a Dividend Equivalent with respect to the target number of TSR Shares subject to the Award set forth in the Grant Notice. Unless prohibited under applicable law or otherwise determined by the Committee in its discretion, the value of such Dividend Equivalents shall be automatically deferred, on behalf of the Participant, into the Participant’s account under the Deferred Compensation Plan in accordance with the Participant’s investment elections under such plan. For purposes of the time and form of payment requirements of Section 409A of the Code, such Dividend Equivalents shall be treated separately from the TSR Shares. D. Prior to settlement of any vested Restricted Stock UnitsTSR Shares, such Restricted Stock Units TSR Shares will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. D. E. If the Participant’s employment with the Company terminates prior to during the Vesting Date Award Period but after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, as determined in the Committee’s sole discretion), the Participant shall be entitled to a prorated Award which shall be determined at the same end of the Award Period by multiplying the lesser of (i) the target number of TSR Shares subject to the Award and (ii) the number of TSR Shares to which the Participant would otherwise have been entitled had the Participant’s Participant continued in employment continued through the Vesting Date duration of the Award Period (based on actual performance as measured against the Award Goals)Goals in accordance with Section 162(m) of the Code) by a fraction, the numerator of which is the number of whole months the Participant was employed during the Award Period and the denominator of which is the total number of calendar months in the Award Period, and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that pursuant to the provisions of the Plan to reduce or eliminate any payout made or to be made to such Participant will be entitled to a lesser in respect of his or her Award. In the event of the Participant’s death during his or her employment with the Company prior to the Vesting Date Award Period but after the first anniversary of the Date of Grant, the Participant’s Award Committee, in its sole discretion, shall determine the number of TSR Shares to which the Participant should be deemed fully vested and such entitled, if any, not to exceed the maximum number of TSR Shares that are eligible to vest under the Award. Such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Certification Date”), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. E. F. If the Participant’s employment with the Company terminates prior to during the Vesting Date Award Period for any reason other than retirement, disability, job elimination or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 2.E. 1.F. shall be paid as soon as practicable following the Certification Date, subject to paragraph 2.C. hereof. F. G. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals. G. In H. The Award shall be subject to the event that, during provisions of Section 8.03 of the Plan concerning a Change in Control Period (as hereinafter defined), of the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the CommitteeCompany, in its sole discretionwhich case, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary TerminationChange in Control, subject to paragraph 2.C. hereof; provided, however, that if the Change in Control would not constitute a “change in control event” under U.S. Treas. Reg. § 1.409A-3(i)(5), then the TSR Shares shall become fully vested as provided in Section 8.03 of the Plan, but the payout of the Award shall be made as soon as practicable following the Certification Date, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units TSR Shares that vest pursuant to this paragraph 1.G. 1.H. shall not be subject to the performance and certification procedures contemplated by paragraph 1.F. Section 1.G. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.

Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units TSR Shares confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested and certified in the manner set forth in paragraph 1.F. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units. B. The Committee may terminate the Award at any time on or prior to during the Vesting Date (as defined in the Grant Notice) Award Period if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company. C. Prior If the Participant is deemed to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation be a Covered Employee as of the Companylast day of an Award Period, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall Participant's Award for that Award Period will be made and under the Participant shall have no greater rights than an unsecured general creditor of Executive Officers' LTIP; provided, that: (1) Awards under the Company. Except as otherwise specifically provided Executive Officers' LTIP will only be made if the Committee certifies that the Award Goals set forth in the Grant Notice have been achieved, and (2) the Committee reserves the right to exercise negative discretion in reducing or eliminating any Award that would otherwise be payable. If the Participant is not deemed to be a "Covered Employee," the Participant's Award will be made under the Key Executive LTIP; provided, that the Committee may, in its sole discretion, adjust the amount of an Award Goal during an Award Period for any such Participant. The LTIP that is determined to be applicable to the Participant under the provision set forth above is referred to in this Agreementagreement as the "applicable LTIP." D. On each date that the Company pays a dividend on its Common Stock during the Award Period, the Participant shall have no rights as be entitled to a stockholder Dividend Equivalent on each TSR Share in the Participant's TSR Account. Unless prohibited under applicable law or otherwise determined by the Committee in its discretion, the value of such Dividend Equivalents shall be automatically deferred, on behalf of the Company by virtue Participant, into the PPG Stock Account of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the ParticipantDeferred Compensation Plan. D. E. If the Participant’s 's employment with the Company terminates prior to during the Vesting Date Award Period but after the first anniversary of the Grant Date of Grant because of retirement, disability retirement or job elimination Disability (each, as determined in accordance with the Committee’s sole discretion)applicable LTIP) or job elimination, the Participant shall be entitled to a prorated Award which shall be determined at the same end of the Award Period by multiplying the Award to which the Participant would otherwise have been entitled had by a fraction, the Participant’s employment continued through numerator of which is the Vesting Date (based on actual performance as measured against number of months the Participant was employed during the Award Goals), Period and such the denominator of which is the total number of calendar months in the Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereofPeriod; provided, however, that the Committee, in its sole discretion, may determine that a greater Payment, not to exceed the Participant will be entitled to a lesser Award. In the event full amount of the Participant’s death during original Award, shall be made to such Participant in respect of his or her Award or may determine pursuant to the provisions of the applicable LTIP to reduce or eliminate any Payment made or to be made to such Participant in respect of his or her Award. If the Participant's employment with the Company prior to terminates during the Vesting Date Award Period but after the first anniversary of the Grant Date because of Grant, the Participant’s Award shall be deemed fully vested and such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Participant’s death (the “Accelerated Payout Date”)'s death, subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may shall determine the timing and amount of the Payment, if any, not to exceed the full amount of the original Award, that shall be made in respect of the Participant will be entitled to a lesser Participant's Award. E. F. If the Participant’s 's employment with the Company terminates prior to during the Vesting Date Award Period for any reason other than retirement, disabilityDisability, job elimination or death, or for any reason before the first anniversary of the Date of GrantGrant Date, the Participant’s 's Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout Payment with respect to the Award, but in no event shall . G. Promptly following the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout end of the Award pursuant to this paragraph 2.E. shall be paid as soon as practicable following Period, the Certification Date, subject to paragraph 2.C. hereof. F. The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout Payment for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals. G. In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, shall become fully vested, and the payout of the H. The Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units that vest pursuant to this paragraph 1.G. shall not be subject to the performance and certification procedures contemplated by paragraph 1.F. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A provisions of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting applicable LTIP concerning Change in an Involuntary Termination shall be the date Control of the Involuntary TerminationCompany.