AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENTS

EXHIBIT 10.3

THE XXXXXX XXXXXX CORPORATION

AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENTS

THIS AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENTS (this “Amendment”), dated as of November 4, 2020, is entered into by and between The Xxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”), and Xxxxx X’Xxxxxx (“Grantee”).

RECITALS

WHEREAS, the Company and Grantee entered into those certain time-based restricted stock agreements dated as of February 16, 2018; February 20, 2019; and February 12, 2020 (each, an “Agreement”); and

WHEREAS, the Company and Grantee desire to amend the terms of each Agreement to provide for the immediate vesting of the Time-based Vesting Component in the event of the death or disability of Grantee.

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt of which is hereby acknowledged, the Company and Grantee hereby agree as follows:

1. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the same meanings as in each Agreement or The Xxxxxx Xxxxxx Corporation Amended and Restated 2010 Incentive Plan (the “Plan”), as applicable.

2.Amendment. The following shall be added as new Section 12 of the Agreement:

“Section 12. Death or Disability. Notwithstanding Sections 3 or 4 of this Agreement, if the Grantee dies or suffers a Disability (as defined in the Employment Agreement) prior to the vesting of the entire Time-based Vesting Component, then the entire Time-based Vesting Component, to the extent not already vested, shall vest and become nonforfeitable.”

3.No Other Changes. Except as provided in this Amendment, each Agreement remains in full force and effect.

4.Interpretation. The interpretation and construction of this Amendment by the Committee shall be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith.

5.Governing Law. This Amendment is made under, and shall be construed in accordance with, the laws of the State of Delaware.

6.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Remainder of Page Intentionally Left Blank; Signature Page Follows

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Executed in the name and on behalf of the Company, as of the date first written above.

	THE XXXXXX XXXXXX CORPORATION
	By:	/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Senior Executive Vice President, Secretary and General Counsel

The undersigned Grantee hereby acknowledges receipt of an executed original of this Amendment and hereby agrees to the terms and conditions herein above set forth.

	/s/ Xxxxx X'Xxxxxx
	Xxxxx X'Xxxxxx (Grantee)
	Date:	November 4, 2020

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