Common use of Terms of the Award Clause in Contracts

Terms of the Award. 3.1 The Award shall be subject to the rules of the Stock Incentive Plan and the Co-Investment Scheme, as modified by the following terms of this Agreement. 3.2 For the purposes of this Award the definition of “Good Leaver” in the Co-Investment Scheme shall be amended by the deletion of the words “redundancy, or”. 3.3 Participant acknowledges that Participant has previously entered into (whether as part of Participant’s contract of employment or by separate agreement) or simultaneously herewith is entering into an "Agreement Regarding Confidential Information" with Federated (the "Confidentiality Agreement"). Participant acknowledges that Federated would not enter into this Agreement without the Confidentiality Agreement. In the event that, during the course of Participant's employment with Federated, Participant shall (i) engage in "competition" with Federated as defined but excluding the temporal limitations contained in Section 3.5 of this Agreement or (ii) shall breach any provision of the Confidentiality Agreement, then the unvested portion of the Award shall be forfeited. If Participant chooses to engage in competition with Federated as defined above or chooses to breach the Confidentiality Agreement, Participant will knowingly be forfeiting Participant’s Award granted under this Agreement and will have considered the loss of such a potential benefit in Participant's decision to engage in competition with Federated or to breach the Confidentiality Agreement. In the event of a breach of the Confidentiality Agreement, Federated also shall have the rights and remedies provided under that agreement. 3.4 Participant acknowledges that in the event that Participant engages in competition with Federated as defined and within the temporal limitations contained in Section 3.5 of this Agreement, then Federated shall be entitled, in addition to any other remedies and damages available, to an injunction to restrain such breach or threatened breach thereof by Participant, Participant’s partners, agents, servants, employers, and employees, and any other persons acting for or with Participant. Participant further agrees that any corporate parent, direct or indirect subsidiary, affiliate, or successor of Federated for which Participant performs services may enforce this Agreement without need for any assignment of this Agreement. 3.5 Participant shall be deemed to have engaged in "competition" with Federated in the event that, during the period of Participant's employment by Federated and thereafter until twelve (12) months after the last date for which compensation (including any pay beyond the last day actively worked, if any) is received by Participant from Federated, Participant, directly or indirectly, in any capacity whatsoever (either as an employee, officer, director, stockholder, proprietor, partner, joint venturer, consultant or otherwise for any person other than Federated) (i) solicits, contacts, calls upon, communicates with, or attempts to communicate with any Federated Client for the purpose of providing Federated Services to such Federated Client or (ii) sells any Federated Services to any Federated Client. Notwithstanding the foregoing, Participant's ownership of not more than five percent (5%) of the total shares of all classes of stock of any publicly-held corporation or other business organization shall not constitute Participant's competition with the Company or any Subsidiary hereunder. Further, for the avoidance of doubt, nothing in this Agreement or the Confidentiality Agreement prevents reporting (or receiving financial awards from the government resulting from reporting) possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures, protected under the whistleblower provisions of applicable law or regulation (or similar foreign law), including, without limitation, good faith disclosure on a confidential basis of Confidential Information (as defined in the Confidentiality Agreement) constituting “Trade Secrets” as defined in 18 U.S.C. § 1839 (or similar foreign law), and so long as such disclosures are consistent with 18 U.S.C. § 1833 (or similar foreign law). 3.6 Participant hereby acknowledges and agrees that: (a) This Agreement and the Confidentiality Agreement are necessary for the protection of the legitimate business interests of Federated; (b) The restrictions contained in this Agreement and the Confidentiality Agreement regarding scope, length of term and types of activities restricted are reasonable; (c) Participant has received adequate and valuable consideration for entering into this Agreement and the Confidentiality Agreement; (d) Participant’s covenants in Sections 3.3 to 3.6 of this Agreement and those in the Confidentiality Agreement shall be construed as independent of any other provisions and the existence of any claim or cause of action Participant may have against Federated, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Federated of these covenants; (e) Neither this Agreement nor the Confidentiality Agreement prevents Participant from earning a livelihood after termination or cessation of employment with Federated; and (f) Participant has an obligation to notify prospective employers of the covenants in Sections 3.3 to 3.6 of this Agreement and of those in the Confidentiality Agreement.

Terms of the Award. 3.1 The Award If the Performance Measure Event shall be subject to have been attained, then during the rules of the Stock Incentive Plan and the Co-Investment Scheme, as modified by the following terms of this Agreement. 3.2 For the purposes of this Award the definition of “Good Leaver” in the Co-Investment Scheme shall be amended by the deletion of the words “redundancy, or”. 3.3 Participant acknowledges that Participant has previously entered into (whether as part continuation of Participant’s contract of employment or by separate agreement) or simultaneously herewith is entering into an "Agreement Regarding Confidential Information" with Federated (the "Confidentiality Agreement"). Participant acknowledges that Federated would not enter into this Agreement without the Confidentiality Agreement. In the event that, during the course of Participant's employment with Federated, Participant shall (i) engage in "competition" with Federated as defined but excluding the temporal limitations contained in Section 3.5 of this Agreement or (ii) shall breach any provision of the Confidentiality Agreement, then the unvested a portion of the Award shall be forfeited. If vest in Participant chooses in accordance with the schedule of vesting as follows: Notwithstanding the foregoing or any provision of this Agreement to engage in competition with Federated as defined above the contrary, if the Board Committee determines, prior to the Disability or chooses to breach death of the Confidentiality AgreementParticipant, Participant will knowingly be forfeiting that the Performance Measure Event has not been attained, Participant’s rights to the Award granted under this Agreement shall be immediately forfeited and will have considered Participant shall immediately sell to the loss Company, and the Company shall purchase from Participant, all Shares at the Purchase Price per Share. For avoidance of such a potential benefit doubt, it is understood that, in the event of the Participant's decision ’s Retirement prior to engage in competition with Federated the Board Committee’s determination as to whether or not the Performance Measure Event has been attained, the Participant’s rights to breach the Confidentiality Agreement. Award shall be immediately forfeited and Participant shall immediately sell to the Company, and the Company shall purchase from Participant, all Shares at the Purchase Price per Share. 3.2 In the event of the Disability or death of Participant after the effective date of this Agreement and prior to a breach of determination by the Confidentiality AgreementBoard Committee that the Performance Measure Event has not been attained or at any time after a determination by the Board Committee that the Performance Measure Event has been attained, Federated also shall have the rights and remedies provided under that agreement. 3.4 Participant acknowledges that or in the event of the Retirement of the Participant at any time after a determination by the Board Committee that Participant engages in competition with Federated as defined and within the temporal limitations contained in Section 3.5 Performance Measure Event has been attained, any portion of the Shares not then Vested Shares prior to such Retirement, Disability or death shall become Vested Shares upon such Retirement, Disability or death. In addition, the Restriction Period shall end on the date of Participant’s death. For purposes of this Agreement, then Federated “Retirement” shall be entitledmean retirement by Participant at or after attaining age 65 years, in addition or such other age as the Board Committee may specify from time to any other remedies and damages available, to an injunction to restrain such breach or threatened breach thereof by Participant, Participant’s partners, agents, servants, employerstime, and employees, and any other persons acting for or with Participant. Participant further agrees that any corporate parent, direct or indirect subsidiary, affiliate, or successor of Federated for which Participant performs services may enforce this Agreement without need for any assignment of this Agreement. 3.5 Participant “Disability” shall be deemed to have engaged in "competition" with Federated in occurred as of the event that, during the period first day following Participant’s termination of Participant's employment by Federated and thereafter until twelve (12) months after the last date for which compensation (including any pay beyond the last day actively worked, if any) is received by Participant from Federated, Participant, directly as a result of a mental or indirectly, in any capacity whatsoever (either as an employee, officer, director, stockholder, proprietor, partner, joint venturer, consultant or otherwise for any person other than Federated) (i) solicits, contacts, calls upon, communicates with, or attempts to communicate with any Federated Client for the purpose of providing Federated Services to such Federated Client or (ii) sells any Federated Services to any Federated Client. Notwithstanding the foregoing, Participant's ownership of not more than five percent (5%) of the total shares of all classes of stock of any publicly-held corporation or other business organization shall not constitute Participant's competition with the Company or any Subsidiary hereunder. Further, for the avoidance of doubt, nothing in this Agreement or the Confidentiality Agreement prevents reporting (or receiving financial awards from the government resulting from reporting) possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures, protected under the whistleblower provisions of applicable law or regulation (or similar foreign law), including, without limitation, good faith disclosure on a confidential basis of Confidential Information (as defined in the Confidentiality Agreement) constituting “Trade Secrets” as defined in 18 U.S.C. § 1839 (or similar foreign law), and so long as such disclosures are consistent with 18 U.S.C. § 1833 (or similar foreign law). 3.6 Participant hereby acknowledges and agrees that: (a) This Agreement and the Confidentiality Agreement are necessary for the protection of the legitimate business interests of Federated; (b) The restrictions contained in this Agreement and the Confidentiality Agreement regarding scope, length of term and types of activities restricted are reasonable; (c) Participant has received adequate and valuable consideration for entering into this Agreement and the Confidentiality Agreement; (d) Participant’s covenants in Sections 3.3 to 3.6 of this Agreement and those in the Confidentiality Agreement shall be construed as independent of any other provisions and the existence of any claim or cause of action Participant may have against Federated, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Federated of these covenants; (e) Neither this Agreement nor the Confidentiality Agreement physical condition that prevents Participant from earning a livelihood after termination or cessation engaging in the principal duties of his employment with Federated; and (f) Participant has an obligation to notify prospective employers of Federated as determined in accordance with the covenants in Sections 3.3 to 3.6 of this Agreement Rules and of those in Regulations Establishing Formal Review Procedures under the Confidentiality AgreementStock Incentive Plan.

Terms of the Award. 3.1 The During the continuation of Participant's employment by Federated, a portion of the ______ Award shall vest in Participant in accordance with the schedule of vesting as follows: 3.2 In the event of the Disability or death of Participant after the effective date of this Agreement: (a) Prior to ______ ______, ______, any portion of the Shares not then Vested Shares as of the date of such Disability or death shall be subject forfeited and sold back to the rules Company in accordance with Section 3.3 below. The Restriction Period shall end on the date of Participant's death, or in the case of Participant’s Disability, the Restriction Period shall end on ______ ______, ______. (b) On or after ______ ______, ______, any portion of the Shares not then Vested Shares as of the date of such Disability or death shall become Vested Shares upon such Disability or death. The Restriction Period shall end on the date of Participant's death, or in the case of Participant’s Disability, the Restriction Period shall end on ______ ______, ______. (c) For purposes of this Agreement, "Disability" shall be deemed to have occurred as of the first day following Participant's termination of employment by Federated as a result of a mental or physical condition that prevents Participant from engaging in the principal duties of Participant's employment with Federated as determined in accordance with the Rules and Regulations Establishing Formal Review Procedures under the Stock Incentive Plan and the Co-Investment Scheme, as modified by the following terms of this Agreement. 3.2 For the purposes of this Award the definition of “Good Leaver” in the Co-Investment Scheme shall be amended by the deletion of the words “redundancy, or”Plan. 3.3 Upon the termination or cessation of Participant's employment with Federated for any reason whatsoever, including an involuntary termination without cause, Participant shall immediately sell to the Company, and the Company shall purchase from Participant, all Shares that are Unvested Shares as of the date of termination or cessation of employment, in each case at the Purchase Price per Share. 3.4 Participant acknowledges that Participant has previously entered into (whether as part of Participant’s contract of employment or by separate agreement) or simultaneously herewith is entering into an "Agreement Regarding Confidential Information" with Federated (the "Confidentiality Agreement"). Participant acknowledges that Federated would not enter into this Agreement without the Confidentiality Agreement. In in the event thatthat Participant shall, during the course of Participant's employment with Federated, Participant shall (i) engage in "competition" with Federated as defined but excluding the temporal limitations contained in Section 3.5 3.6 of this Agreement or (ii) shall breach any provision of the Confidentiality Agreement, Participant shall immediately sell to the Company and the Company shall purchase from Participant, at the Purchase Price per Share, all Shares, whether Vested Shares or Unvested Shares, then owned by the unvested portion of the Award shall be forfeitedParticipant. If Participant chooses to engage in competition with Federated as defined above or chooses to breach the Confidentiality Agreementabove, Participant will knowingly be forfeiting Participant’s Award ______ Award, whether Vested Shares or Unvested Shares, granted under this Agreement and will have considered the loss of such a potential benefit in Participant's decision to engage in competition with Federated or to breach the Confidentiality Agreement. In the event of a breach of the Confidentiality Agreement, Federated also shall have the rights and remedies provided under that agreementFederated. 3.4 3.5 Participant acknowledges that in the event that Participant engages in competition with Federated as defined and within the temporal limitations contained in Section 3.5 3.6 of this Agreement, then Federated shall be entitled, in addition to any other remedies and damages available, to an injunction to restrain such breach or threatened breach thereof by Participant, Participant’s partners, agents, servants, employers, and employees, and any other persons acting for or with Participant. Participant further agrees that any corporate parent, direct or indirect subsidiary, affiliate, or successor of Federated for which Participant performs services may enforce this Agreement without need for any assignment of this Agreement. 3.5 3.6 Participant shall be deemed to have engaged in "competition" with Federated in the event that, during , (a) During the period of Participant's employment by Federated and thereafter until twelve the date that is one (121) months year after the last date for which compensation (including any pay beyond the last day actively worked, if any) is received from Federated, Participant, for himself or herself, as an agent or employee, or on behalf of any person, association, entity, partnership or corporation, other than Federated, directly or indirectly, engages in the sale of shares of mutual funds or any securities, insurance, and/or other products or services which may be competitive with any of the products and/or services offered by Federated within any territory to which Participant shall have been assigned at any time during the two (2) year period prior to Participant's termination of employment. If Participant has not been assigned a geographic territory of responsibility at any time during the two (2) year period prior to Participant's termination from Federated, this Section 3.6(a) of this Agreement shall not be applicable to Participant. (b) During the period of Participant's employment by Federated and thereafter until the date that is one (1) year after the last date for which compensation (including any pay beyond the last day actively worked, if any) is received from Federated, Participant, for himself or herself, as an agent or employee, and/or on behalf of any person, association, entity, partnership or corporation, other than Federated, directly or indirectly, solicits or attempts to obtain business from, accepts business from, and/or does business with or services, and/or, directly or indirectly, aids or assists anyone else in the solicitation and/or acceptance of business from, any of Federated’s customers and/or clients or potential customers and/or clients to whom Participant made sales, upon whom Participant called and/or whom Participant was responsible for servicing, during Participant's course of employment with Federated at any time during the two (2) year period prior to Participant's termination of employment. By way of example and not limitation, the terms "customers" and "clients" used in this Agreement include the individual people whom Participant shall have personally called upon in the final two (2) years of Participant's Federated employment, as well as the entity (and/or any successor thereto) that employed those individuals. Accordingly, this Section 3.6(b) precludes Participant from soliciting (i) any registered representative and/or individual whom Participant sold to and/or called upon in the final two (2) years of Participant's employment; (ii) any office and/or branch of any broker/dealer, organization and/or entity (firm) whom Participant sold to and/or called upon in the final two (2) years of Participant's employment; and/or (iii) any registered representative and/or individual assigned to an office and/or branch of any broker/dealer, organization and/or entity which employs any registered representative and/or individual to whom Participant sold and/or called upon in the final two (2) years of Participant's employment. The prohibitions in this Section 3.6(b) extend to sales, and/or solicitations intended to effect the purchase and/or sale, of securities and/or other products or services which may be competitive with any of the products and/or services offered by Federated. Participant agrees that the provisions of this Section 3.6(b) are necessary to protect Federated's interests in its trade secrets, Confidential Information (as defined herein), and customer relationships. Participant acknowledges that the use and/or disclosure of Federated's trade secrets and Confidential Information would be inevitable were Participant to engage in the conduct described in this Section 3.6(b). (c) During the period of Participant's employment by Federated and thereafter until the date that is two (2) years after the last date for which compensation (including any pay beyond the last day actively worked, if any) is received from Federated, Participant, directly or indirectly, in any capacity whatsoever (either as an employee, officer, director, stockholder, proprietor, partner, joint venturer, consultant or otherwise for any person other than Federated) (i) solicits, contacts, calls upon, communicates with, or induces and/or attempts to communicate with induce any Federated Client employee to terminate employment; hires and/or participates in the hiring and/or interviewing of any Federated employee for or by a competing firm; provides names and/or other information about Federated’s employees for the purpose of providing assisting others to hire such employees; provides information to a Federated Services to employee about Participant's employer and/or any company or entity affiliated with Participant's employer for the purpose of assisting that Federated employee in finding employment with such entity. For purposes of this Section 3.6(c), a Federated Client employee means any person who is a current Federated employee and/or was employed by Federated within six (6) months of the date of any action of Participant that violates this Section 3.6(c). (d) Participant (i) uses or discloses Confidential Information except in the course of Participant's employment with Federated and for the sole benefit of Federated, (ii) sells any does not return to Federated Services to any Federated Client. Notwithstanding the foregoingall materials, including copies, which contain Confidential Information immediately upon termination of Participant's ownership employment, or (iii) uses any Confidential Information after Participant's separation of employment with Federated. Participant recognizes and acknowledges that: (1) in the course of Participant's employment by Federated, it will be necessary for Participant to receive, acquire or develop information which could include, in whole or in part, information from the TotalClient database, CAR, SMART or CDA sales reports, information concerning Federated’s sales, sales volume, sales methods, sales proposals, customers and/or clients and potential prospects, identity of key purchasing personnel in the employ of customers and/or clients and potential prospects, amount and kind of customer or clients’ purchases from Federated, customer or client lists and other confidential customer or client information regarding each customer or client’s type of purchases, volume of business, details of previous calls and personal data regarding each registered representative, customer and/or client, information about the compensation, skills, abilities, training or qualifications of Federated employees, Federated’s sources of supply, business plans, technical secrets, customer and/or client information, methodologies, know-how and other information not more generally known to the public and any tangible embodiments thereof including, but not limited to, drawings, computer software, computer hardware, designs, specifications, estimates, blueprints, plans, data, reports, processes, models, memoranda, notebooks, notes, sketches, artwork, mock-ups, letters, manuals, documents, photographs, motion pictures, and copies of all or portions thereof (collectively referred to herein as the "Confidential Information"); (2) the Confidential Information is the property of Federated; (3) the use, misappropriation or disclosure by or for a person or entity other than five percent (5%) Federated of the total shares Confidential Information would constitute a breach of all classes trust and could cause irreparable injury to Federated; and (4) it is essential to the protection of stock of any publicly-held corporation or other business organization shall Federated’s competitive position that the Confidential Information be kept secret and that it not constitute be used for Participant's competition own advantage or the advantage of others. Participant understands that Federated has received and will continue to receive, under obligations of secrecy, Confidential Information belonging to customers and/or clients and other third parties. Participant promises to treat Confidential Information from third parties with the Company or any Subsidiary hereundersame care specified in this section for Confidential Information received from Federated. Further, for For the avoidance of doubt, nothing in this Agreement or the Confidentiality Agreement prevents reporting (or receiving financial awards from the government resulting from reporting) possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures, protected under the whistleblower provisions of applicable federal law or regulation (or similar foreign law)regulation, including, without limitation, good faith disclosure on a confidential basis of Confidential Information (as defined in the Confidentiality Agreement) constituting “"Trade Secrets” " as defined in 18 U.S.C. § 1839 (or similar foreign law)1839, and so long as such disclosures are consistent with 18 U.S.C. § 1833 (or similar foreign law)1833. 3.6 3.7 Participant hereby acknowledges and agrees that: (a) This Agreement and the Confidentiality Agreement are is necessary for the protection of the legitimate business interests of Federated; (b) The restrictions contained in this Agreement and the Confidentiality Agreement regarding scope, length of term and types of activities restricted are reasonable; (c) Participant has received adequate and valuable consideration for entering into this Agreement and the Confidentiality Agreement; (d) Participant’s covenants in Sections 3.3 3.4 to 3.6 3.7 of this Agreement and those in the Confidentiality Agreement shall be construed as independent of any other provisions and the existence of any claim or cause of action Participant may have against Federated, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Federated of these covenants; (e) Neither this This Agreement nor the Confidentiality Agreement prevents does not prevent Participant from earning a livelihood after termination or cessation of employment with Federated; and (f) Participant has an obligation to notify prospective employers of the covenants in Sections 3.3 3.4 to 3.6 3.7 of this Agreement and of those in the Confidentiality Agreement.

Terms of the Award. 3.1 The Award (a) If the Performance Measure Event shall be subject to the rules of the Stock Incentive Plan and the Co-Investment Schemehave been attained, as modified by the following terms of this Agreement. 3.2 For the purposes of this Award the definition of “Good Leaver” in the Co-Investment Scheme shall be amended by the deletion of the words “redundancy, or”. 3.3 Participant acknowledges that Participant has previously entered into (whether as part of Participant’s contract of employment or by separate agreement) or simultaneously herewith is entering into an "Agreement Regarding Confidential Information" with Federated (the "Confidentiality Agreement"). Participant acknowledges that Federated would not enter into this Agreement without the Confidentiality Agreement. In the event that, then during the course of Participant's employment with Federated, Participant shall (i) engage in "competition" with Federated as defined but excluding the temporal limitations contained in Section 3.5 of this Agreement or (ii) shall breach any provision of the Confidentiality Agreement, then the unvested portion of the Award shall be forfeited. If Participant chooses to engage in competition with Federated as defined above or chooses to breach the Confidentiality Agreement, Participant will knowingly be forfeiting Participant’s Award granted under this Agreement and will have considered the loss of such a potential benefit in Participant's decision to engage in competition with Federated or to breach the Confidentiality Agreement. In the event of a breach of the Confidentiality Agreement, Federated also shall have the rights and remedies provided under that agreement. 3.4 Participant acknowledges that in the event that Participant engages in competition with Federated as defined and within the temporal limitations contained in Section 3.5 of this Agreement, then Federated shall be entitled, in addition to any other remedies and damages available, to an injunction to restrain such breach or threatened breach thereof by Participant, Participant’s partners, agents, servants, employers, and employees, and any other persons acting for or with Participant. Participant further agrees that any corporate parent, direct or indirect subsidiary, affiliate, or successor of Federated for which Participant performs services may enforce this Agreement without need for any assignment of this Agreement. 3.5 Participant shall be deemed to have engaged in "competition" with Federated in the event that, during the period continuation of Participant's employment by Federated and thereafter until twelve Federated, a portion of the 2016 Award shall vest in Participant in accordance with the schedule of vesting as follows: Date Portion Vested Cumulative Percentage June 15, 2021 30% 50% (12restrictions lapse) months after June 15, 2026 30% 100% (restrictions lapse) Notwithstanding the last date for which compensation (including foregoing or any pay beyond provision of this Agreement to the last day actively workedcontrary, if any) is received by Participant from Federatedthe Board Committee determines, prior to the Disability or death of the Participant, that the Performance Measure Event has not been attained, Participant's rights to the 2016 Award shall be immediately forfeited and Participant shall immediately sell to the Company, and the Company shall purchase from Participant, all Shares at the Purchase Price per Share. (b) If, during the Restriction Period, and if the Performance Measure Event shall have been attained, the ownership of 51% or greater of the Class A Common Stock of Federated (or any stock into which such stock is converted or exchanged) shall no longer be held, directly or indirectly, by the current shareholder, any settlor, trustee or beneficiary of the current shareholder, or any family member of such settlor, trustee or beneficiary (a "Change in any capacity whatsoever (either Ownership"), vesting of the 2016 Award will be altered as an employee, officer, director, stockholder, proprietor, partner, joint venturer, consultant or otherwise for any person other than Federated) follows. If (i) solicits, contacts, calls upon, communicates with, Participant's employment is terminated other than "For Cause" by Federated or attempts to communicate with any Federated Client for its successor during the purpose of providing Federated Services to such Federated Client six (6) month period before or the first two (2) year period following a Change in Ownership or (ii) sells any Federated Services a Constructive Termination occurs prior to any Federated Client. Notwithstanding the foregoingoccurrence of events which would permit a termination "For Cause" and during the first two (2) year period following a Change in Ownership then, on the date of such Change in Ownership or of Participant's ownership of not more than five percent (5%) termination, whichever is later, any portion of the total shares of all classes of stock 2016 Award not then vested shall vest. "For Cause" is defined as Participant's dishonesty, disloyalty, willful misconduct, gross negligence, refusal to perform his duties in good faith, breach of any publicly-held corporation or other business organization shall not constitute Participant's competition with the Company or any Subsidiary hereunder. Further, for the avoidance of doubt, nothing in this Agreement or the Confidentiality Agreement prevents reporting (or receiving financial awards from the government resulting from reporting) possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures, protected under the whistleblower provisions of applicable law or regulation (or similar foreign law), including, without limitation, good faith disclosure on a confidential basis of Confidential Information (as defined in the Confidentiality Agreement) constituting “Trade Secrets” as defined in 18 U.S.C. § 1839 (or similar foreign law), and so long as such disclosures are consistent with 18 U.S.C. § 1833 (or similar foreign law). 3.6 Participant hereby acknowledges and agrees that: (a) This Agreement and the Confidentiality Agreement are necessary for the protection of the legitimate business interests of Federated; (b) The restrictions contained in this Agreement and the Confidentiality Agreement regarding scope, length of term and types of activities restricted are reasonable; (c) Participant has received adequate and valuable consideration for entering into this Agreement and the Confidentiality Agreement; (d) Participant’s covenants in Sections 3.3 to 3.6 terms of this Agreement and those Agreement, breach of his duties to Federated or its successor, as set forth in the Confidentiality Agreement shall be construed as independent any code of any other provisions and the existence of any claim or cause of action Participant may have against Federated, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement conduct adopted by Federated or its successor or engaging in conduct which has injured or would injure the business or reputation of these covenants; (e) Neither this Agreement nor the Confidentiality Agreement prevents Participant from earning a livelihood after termination Federated or cessation of employment with its successor or would otherwise adversely affect Federated; and (f) Participant has an obligation to notify prospective employers of the covenants in Sections 3.3 to 3.6 of this Agreement and of those in the Confidentiality Agreement's or its successor's interests.

Terms of the Award. 3.1 The During the continuation of Participant's employment by Federated, a portion of the 2023 Award shall vest in Participant in accordance with the schedule of vesting as follows: November 18, 2024 5% 5% November 18, 2025 5% 10% November 18, 2026 5% 15% November 18, 2027 5% 20% November 16, 2028 30% 50% (restrictions lapse) November 16, 2029 5% 55% November 18, 2030 5% 60% November 18, 2031 5% 65% November 18, 2032 5% 70% November 17, 2033 30% 100% (restrictions lapse) 3.2 In the event of the Disability or death of Participant after the effective date of this Agreement: (a) Prior to November 16, 2028, any portion of the Shares that are not then Vested Shares as of the date of such Disability or death shall be subject forfeited and sold back to the rules Company in accordance with Section 3.3 below. The Restriction Period on said Vested Shares shall end on the date of Participant's death, or in the case of Participant’s Disability, the Restriction Period shall end on November 16, 2028. (b) On or after November 16, 2028, any portion of the Shares that are not then Vested Shares as of the date of such Disability or death shall become Vested Shares upon such Disability or death. The Restriction Period on said Vested Shares shall end on the date of Participant's death, or in the case of Participant’s Disability, the Restriction Period shall end on November 17, 2033. (c) For purposes of this Agreement, "Disability" shall be deemed to have occurred as of the first day following Participant's termination of employment by Federated as a result of a mental or physical condition that prevents Participant from engaging in the principal duties of Participant's employment with Federated as determined in accordance with the Rules and Regulations Establishing Formal Review Procedures under the Stock Incentive Plan Plan. 2023 RSA E/NONS 3.3 Upon the termination or cessation of Participant's employment with Federated for any reason whatsoever, including an involuntary termination without cause, Participant shall immediately sell to the Company, and the Co-Investment SchemeCompany shall purchase from Participant, all Shares that are Unvested Shares as modified by of the following terms date of this Agreementtermination or cessation of employment, in each case at the Purchase Price per Share. 3.2 For the purposes of this Award the definition of “Good Leaver” in the Co-Investment Scheme shall be amended by the deletion of the words “redundancy, or”. 3.3 3.4 Participant acknowledges that Participant has previously entered into (whether as part of Participant’s contract of employment or by separate agreement) or simultaneously herewith is entering into an "Agreement Regarding Confidential Information" with Federated (the "Confidentiality Agreement"). Participant acknowledges that Federated would not enter into this Agreement without the Confidentiality Agreement. In the event that, during the course of Participant's employment with Federated, Participant shall (i) engage engages in "competition" with Federated as defined but excluding the temporal limitations contained in Section 3.5 3.6 of this Agreement or (ii) shall breach breaches any provision of the Confidentiality Agreement, then Participant shall immediately sell to the unvested portion of Company and the Award Company shall be forfeitedpurchase from Participant, at the Purchase Price per Share, all Shares, whether Vested Shares or Unvested Shares, then owned by the Participant. If Participant chooses to engage in competition with Federated as defined above in this section or chooses to breach the Confidentiality Agreement, Participant will knowingly be forfeiting Participant’s Award 2023 Award, whether Vested Shares or Unvested Shares, granted under this Agreement and will have considered the loss of such a potential benefit in Participant's decision to engage in competition with Federated during the course of Participant’s employment or to breach the Confidentiality Agreement. In the event of a breach of the Confidentiality Agreement, Federated also shall have the rights and remedies provided under that agreement. 3.4 3.5 Participant acknowledges that in the event that Participant engages in competition with Federated as defined and within the temporal limitations contained in Section 3.5 3.6 of this Agreement, then Federated shall be entitled, in addition to any other remedies and damages available, to an injunction to restrain such breach or threatened breach thereof by Participant, Participant’s partners, agents, servants, employers, and employees, and any other persons acting for or with Participant. Participant further agrees that any corporate parent, direct or indirect subsidiary, affiliate, or successor of Federated for which Participant performs services may enforce this Agreement without need for any assignment of this Agreement. 3.5 3.6 Participant shall be deemed to have engaged in "competition" with Federated in the event that, during the period of Participant's employment by Federated and thereafter until twelve (12) months after the last date for which compensation (including any pay beyond the last day actively worked, if any) is received by Participant from Federated, Participant, directly or indirectly, in any capacity whatsoever (either as an employee, officer, director, stockholder, proprietor, partner, joint venturer, consultant or otherwise for any person other than Federated) (i) solicits, contacts, calls upon, communicates with, or attempts to communicate with any Federated Client for the purpose of providing Federated Services to such Federated Client or (ii) sells any Federated Services to any Federated Client. Notwithstanding the foregoing, Participant's ownership of not more than five percent (5%) of the total shares of all classes of stock of any publicly-held corporation or other business organization shall not constitute Participant's competition with the Company or any Subsidiary hereunder. Further, for the avoidance of doubt, nothing in this Agreement or the Confidentiality Agreement prevents reporting (or receiving financial awards from the government resulting from reporting) possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures, protected under the whistleblower provisions of applicable federal law or regulation (or similar foreign law)regulation, including, without limitation, good faith disclosure on a confidential basis of Confidential Information (as defined in the Confidentiality Agreement) constituting “Trade Secrets” as defined in 18 U.S.C. § 1839 (or similar foreign law)1839, and so long as such disclosures are consistent with 18 U.S.C. § 1833 (or similar foreign law).1833. 2023 RSA E/NONS 3.6 3.7 Participant hereby acknowledges and agrees that: (a) This Agreement and the Confidentiality Agreement are necessary for the protection of the legitimate business interests interests, trade secrets, proprietary information, and goodwill of Federated; (b) The restrictions contained in this Agreement and the Confidentiality Agreement regarding scope, length of term and types of activities restricted are reasonable; (c) Participant has received adequate and valuable consideration for entering into this Agreement and the Confidentiality Agreement; (d) Participant’s covenants in Sections 3.3 3.4 to 3.6 3.7 of this Agreement and those in the Confidentiality Agreement shall be construed as independent of any other provisions and the existence of any claim or cause of action Participant may have against Federated, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Federated of these covenants; (e) Neither this Agreement nor the Confidentiality Agreement prevents Participant from earning a livelihood after termination or cessation of employment with Federated; and (f) Participant has an obligation to notify prospective employers of the covenants in Sections 3.3 3.4 to 3.6 3.7 of this Agreement and of those in the Confidentiality Agreement.

Terms of the Award. 3.1 The During the continuation of Participant's employment by Federated, the Award shall vest in Participant in accordance with the schedule of vesting as follows: 3.2 In the event of the Disability or death of Participant after the effective date of this Agreement: (a) Prior to November ______, ______, all Unvested Shares as of the date of such Disability or death shall be subject forfeited and sold back to the rules Company in accordance with Section 3.3 below. (b) On or after November ______, ______, all Shares not then Vested Shares as of the date of such Disability or death shall become Vested Shares upon such Disability or death. The Restriction Period shall end on the date of Participant's death, or in the case of Participant’s Disability, the Restriction Period shall end on November ______, ______. (c) For purposes of this Agreement, "Disability" shall be deemed to have occurred as of the first day following Participant's termination of employment by Federated as a result of a mental or physical condition that prevents Participant from engaging in the principal duties of Participant's employment with Federated as determined in accordance with the Rules and Regulations Establishing Formal Review Procedures under the Stock Incentive Plan and the Co-Investment Scheme, as modified by the following terms of this Agreement. 3.2 For the purposes of this Award the definition of “Good Leaver” in the Co-Investment Scheme shall be amended by the deletion of the words “redundancy, or”Plan. 3.3 Upon the termination or cessation of Participant's employment with Federated for any reason whatsoever, including an involuntary termination without cause, Participant shall immediately sell to the Company, and the Company shall purchase from Participant, all Shares that are Unvested Shares as of the date of termination or cessation of employment, in each case at the Purchase Price per Share. 3.4 Participant acknowledges that Participant has previously entered into (whether as part of Participant’s contract of employment or by separate agreement) or simultaneously herewith is entering into an "Agreement Regarding Confidential Information" with Federated (the "Confidentiality Agreement"). Participant acknowledges that Federated would not enter into this Agreement without the Confidentiality Agreement. In the event that, during the course of Participant's employment with Federated, Participant shall (i) engage in "competition" with Federated as defined but excluding the temporal limitations contained in Section 3.5 3.6 of this Agreement or (ii) shall breach any provision of the Confidentiality Agreement, then Participant shall immediately sell to the unvested portion of Company and the Award Company shall be forfeitedpurchase from Participant, at the Purchase Price per Share, all Shares, whether Vested Shares or Unvested Shares, then owned by the Participant. If Participant chooses to engage in competition with Federated as defined above or chooses to breach the Confidentiality Agreement, Participant will knowingly be forfeiting Participant’s Award ______ Award, whether Vested Shares or Unvested Shares, granted under this Agreement and will have considered the loss of such a potential benefit in Participant's decision to engage in competition with Federated or to breach the Confidentiality Agreement. In the event of a breach of the Confidentiality Agreement, Federated also shall have the rights and remedies provided under that agreement. 3.4 3.5 Participant acknowledges that in the event that Participant engages in competition with Federated as defined and within the temporal limitations contained in Section 3.5 3.6 of this Agreement, then Federated shall be entitled, in addition to any other remedies and damages available, to an injunction to restrain such breach or threatened breach thereof by Participant, Participant’s partners, agents, servants, employers, and employees, and any other persons acting for or with Participant. Participant further agrees that any corporate parent, direct or indirect subsidiary, affiliate, or successor of Federated for which Participant performs services may enforce this Agreement without need for any assignment of this Agreement. 3.5 3.6 Participant shall be deemed to have engaged in "competition" with Federated in the event that, during the period of Participant's employment by Federated and thereafter until twelve (12) months after the last date for which compensation (including any pay beyond the last day actively worked, if any) is received by Participant from Federated, Participant, directly or indirectly, in any capacity whatsoever (either as an employee, officer, director, stockholder, proprietor, partner, joint venturer, consultant or otherwise for any person other than Federated) (i) solicits, contacts, calls upon, communicates with, or attempts to communicate with any Federated Client for the purpose of providing Federated Services to such Federated Client or (ii) sells any Federated Services to any Federated Client. Notwithstanding the foregoing, Participant's ownership of not more than five percent (5%) of the total shares of all classes of stock of any publicly-held corporation or other business organization shall not constitute Participant's competition with the Company or any Subsidiary hereunder. Further, for the avoidance of doubt, nothing in this Agreement or the Confidentiality Agreement prevents reporting (or receiving financial awards from the government resulting from reporting) possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures, protected under the whistleblower provisions of applicable federal law or regulation (or similar foreign law), including, without limitation, good faith disclosure on a confidential basis of Confidential Information (as defined in the Confidentiality Agreement) constituting “Trade Secrets” as defined in 18 U.S.C. § 1839 (or similar foreign law), and so long as such disclosures are consistent with 18 U.S.C. § 1833 (or similar foreign law). 3.6 3.7 Participant hereby acknowledges and agrees that: (a) This Agreement and the Confidentiality Agreement are necessary for the protection of the legitimate business interests of Federated; (b) The restrictions contained in this Agreement and the Confidentiality Agreement regarding scope, length of term and types of activities restricted are reasonable; (c) Participant has received adequate and valuable consideration for entering into this Agreement and the Confidentiality Agreement; (d) Participant’s covenants in Sections 3.3 3.4 to 3.6 3.7 of this Agreement and those in the Confidentiality Agreement shall be construed as independent of any other provisions and the existence of any claim or cause of action Participant may have against Federated, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Federated of these covenants; (e) Neither this Agreement nor the Confidentiality Agreement prevents Participant from earning a livelihood after termination or cessation of employment with Federated; and (f) Participant has an obligation to notify prospective employers of the covenants in Sections 3.3 3.4 to 3.6 3.7 of this Agreement and of those in the Confidentiality Agreement.

Terms of the Award. 3.1 The During the continuation of Participant's employment by Federated, the 2019 Award shall vest in Participant in accordance with the schedule of vesting as follows: 3.2 In the event of the Disability or death of Participant after the effective date of this Agreement: (a) Prior to November 18, 2022, all Unvested Shares as of the date of such Disability or death shall be subject forfeited and sold back to the rules Company in accordance with Section 3.3 below. (b) On or after November 18, 2022, all Shares not then Vested Shares as of the date of such Disability or death shall become Vested Shares upon such Disability or death. The Restriction Period shall end on the date of Participant's death, or in the case of Participant’s Disability, the Restriction Period shall end on November 18, 2024. (c) For purposes of this Agreement, "Disability" shall be deemed to have occurred as of the first day following Participant's termination of employment by Federated as a result of a mental or physical condition that prevents Participant from engaging in the principal duties of Participant's employment with Federated as determined in accordance with the Rules and Regulations Establishing Formal Review Procedures under the Stock Incentive Plan and the Co-Investment Scheme, as modified by the following terms of this Agreement. 3.2 For the purposes of this Award the definition of “Good Leaver” in the Co-Investment Scheme shall be amended by the deletion of the words “redundancy, or”Plan. 3.3 Upon the termination or cessation of Participant's employment with Federated for any reason whatsoever, including an involuntary termination without cause, Participant shall immediately sell to the Company, and the Company shall purchase from Participant, all Shares that are Unvested Shares as of the date of termination or cessation of employment, in each case at the Purchase Price per Share. 3.4 Participant acknowledges that Participant has previously entered into (whether as part of Participant’s contract of employment or by separate agreement) or simultaneously herewith is entering into an "Agreement Regarding Confidential Information" with Federated (the "Confidentiality Agreement"). Participant acknowledges that Federated would not enter into this Agreement without the Confidentiality Agreement. In the event that, during the course of Participant's employment with Federated, Participant shall (i) engage in "competition" with Federated as defined but excluding the temporal limitations contained in Section 3.5 3.6 of this Agreement or (ii) shall breach any provision of the Confidentiality Agreement, then Participant shall immediately sell to the unvested portion of Company and the Award Company shall be forfeitedpurchase from Participant, at the Purchase Price per Share, all Shares, whether Vested Shares or Unvested Shares, then owned by the Participant. If Participant chooses to engage in competition with Federated as defined above or chooses to breach the Confidentiality Agreement, Participant will knowingly be forfeiting Participant’s Award 2019 Award, whether Vested Shares or Unvested Shares, granted under this Agreement and will have considered the loss of such a potential benefit in Participant's decision to engage in competition with Federated or to breach the Confidentiality Agreement. In the event of a breach of the Confidentiality Agreement, Federated also shall have the rights and remedies provided under that agreement. 3.4 3.5 Participant acknowledges that in the event that Participant engages in competition with Federated as defined and within the temporal limitations contained in Section 3.5 3.6 of this Agreement, then Federated shall be entitled, in addition to any other remedies and damages available, to an injunction to restrain such breach or threatened breach thereof by Participant, Participant’s partners, agents, servants, employers, and employees, and any other persons acting for or with Participant. Participant further agrees that any corporate parent, direct or indirect subsidiary, affiliate, or successor of Federated for which Participant performs services may enforce this Agreement without need for any assignment of this Agreement. 3.5 3.6 Participant shall be deemed to have engaged in "competition" with Federated in the event that, during the period of Participant's employment by Federated and thereafter until twelve (12) months after the last date for which compensation (including any pay beyond the last day actively worked, if any) is received by Participant from Federated, Participant, directly or indirectly, in any capacity whatsoever (either as an employee, officer, director, stockholder, proprietor, partner, joint venturer, consultant or otherwise for any person other than Federated) (i) solicits, contacts, calls upon, communicates with, or attempts to communicate with any Federated Client for the purpose of providing Federated Services to such Federated Client or (ii) sells any Federated Services to any Federated Client. Notwithstanding the foregoing, Participant's ownership of not more than five percent (5%) of the total shares of all classes of stock of any publicly-held corporation or other business organization shall not constitute Participant's competition with the Company or any Subsidiary hereunder. Further, for the avoidance of doubt, nothing in this Agreement or the Confidentiality Agreement prevents reporting (or receiving financial awards from the government resulting from reporting) possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures, protected under the whistleblower provisions of applicable federal law or regulation (or similar foreign law), including, without limitation, good faith disclosure on a confidential basis of Confidential Information (as defined in the Confidentiality Agreement) constituting “Trade Secrets” as defined in 18 U.S.C. § 1839 (or similar foreign law), and so long as such disclosures are consistent with 18 U.S.C. § 1833 (or similar foreign law). 3.6 3.7 Participant hereby acknowledges and agrees that: (a) This Agreement and the Confidentiality Agreement are necessary for the protection of the legitimate business interests of Federated; (b) The restrictions contained in this Agreement and the Confidentiality Agreement regarding scope, length of term and types of activities restricted are reasonable; (c) Participant has received adequate and valuable consideration for entering into this Agreement and the Confidentiality Agreement; (d) Participant’s covenants in Sections 3.3 3.4 to 3.6 3.7 of this Agreement and those in the Confidentiality Agreement shall be construed as independent of any other provisions and the existence of any claim or cause of action Participant may have against Federated, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Federated of these covenants; (e) Neither this Agreement nor the Confidentiality Agreement prevents Participant from earning a livelihood after termination or cessation of employment with Federated; and (f) Participant has an obligation to notify prospective employers of the covenants in Sections 3.3 3.4 to 3.6 3.7 of this Agreement and of those in the Confidentiality Agreement.