Common use of Note to Draft Clause in Contracts

Note to Draft. The alternative provision is to allow for full vesting at the end of the performance period. shall vest subject to the terms and conditions of this Agreement, including the clawback and forfeiture provisions under Section 6 and Section 10 below:3 (a) If, within two years after the date of the consummation of a Change in Control that occurs after the Grant Date, the Company terminates your employment for any reason other than for Cause (using the standard definition set forth in Section 2.8 of the Plan), death or Disability, or you terminate employment for Good Reason, the Earned Percentage shall be deemed to be one hundred percent (100%) and you shall become immediately and unconditionally vested in all of the Earned PSUs. If you are a person otherwise described in either (i) Sections 4(b) or 4(c) due to having Retired (as defined in Section 4(h) below, (ii) Section 4(d) due to having had an Involuntary Termination (as defined in Section 4(d) below) or (iii) Section 4(f) due to becoming Disabled (as defined in Section 4(f) below), in each case within two years after the date of a Change in Control that occurs after the Grant Date, then you shall be entitled to vested PSUs and Earned Percentage as described in this Section 4(a). Notwithstanding the foregoing, if the termination of employment occurs after the Performance Period has been completed, the Earned Percentage shall be calculated as set forth in Exhibit A to this Agreement. (b) [Except as otherwise provided in Section 4(a) above, if you have attained at least age 55 and your age and service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) is equal to or greater than 75 at the time you Retire (as defined under Section 4(h) below)) (“Normal Retirement”) prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become fully vested [(x)] as of the last day of the Performance Period[ if you retire on or prior to the third anniversary of the Grant Date or (y) as of the date of your Normal Retirement if you retire after the third anniversary of the Grant Date].] (c) [Except as otherwise provided in Section 4(a) above, if you Retire on or after age 55 with ten years of service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) but before Normal Retirement (“Early Retirement”) prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become vested [(x)] as of the last day of the Performance Period[ if you retire on or prior to the third anniversary of the Grant Date, or (y) as of the date of your Early Retirement if you retire after the third anniversary of the Grant Date, in each case] on a pro rata basis, determined based on the number of full months of employment completed from the Commencement Date to the date of your Early Retirement divided by the number of full months during the period commencing on the Commencement Date and ending on the End Date.]

Note to Draft. The alternative CEO has the flexibility, in his sole discretion, to include or exclude the provision is to allow for full vesting at the end in Section 4(b). In lieu of the performance period. shall vest subject to the terms and conditions of this Agreement, including the clawback and forfeiture provisions under Section 6 and Section 10 below:3 (a) If, within two years after the date of the consummation of a Change in Control that occurs after the Grant Dateprovision, the CEO shall have the authority to provide for accelerated vesting upon a termination without Cause using the following alternative language: [If the Company or an Affiliate terminates your employment for any reason other than involuntarily and not for Cause (using the standard definition set forth in Section 2.8 of the Plan), death or Disability, or you terminate employment for Good Reason, the Earned Percentage shall be deemed to be one hundred percent (100%) and you shall become immediately and unconditionally vested in all of the Earned PSUs. If you are a person otherwise described in either (i) Sections 4(b) or 4(c) due to having Retired (as defined in Section 4(h) below, (ii) Section 4(d) due to having had an Involuntary Termination (as defined in Section 4(d) below) or (iii) Section 4(f) due to becoming Disabled (as defined in Section 4(f) below), in each case within two years after the date of a Change in Control that occurs after the Grant Date, then you shall be entitled to vested PSUs and Earned Percentage as described in this Section 4(a). Notwithstanding the foregoing, if the termination of employment occurs after the Performance Period has been completed, the Earned Percentage shall be calculated as set forth in Exhibit A to this Agreement. (b) [Except as otherwise provided in Section 4(a) above, if you have attained at least age 55 and your age and service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) is equal to or greater than 75 at the time you Retire (as defined under Section 4(h) below)) (“Normal Retirement”) prior to the vesting or forfeiture of the PSUs RSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become RSUs will fully vested [(x)] as of the last day of the Performance Period[ if you retire vest on or prior to the third anniversary of the Grant Date or (y) as of the date of your Normal Retirement if termination of employment, provided that you retire after execute a form of general release in a form acceptable to the third anniversary Company.] The intent is for the retirement provisions of Sections 4(c) and (d) to be included in annual grants and to have the Grant Date]flexibility to include or exclude these provisions in off-cycle grants.] (cd) [Except as otherwise provided in Section 4(a) above, if If you Retire on or after age 55 with ten years of service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) but before Normal Retirement (“Early Retirement”) prior to ), the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become vested [(x)] as of the last day of the Performance Period[ if you retire RSUs will vest on or prior to the third anniversary of the Grant Date, or (y) as of a pro rata basis on the date of your Early Retirement if you retire after the third anniversary of the Grant DateRetirement, in each case] on a pro rata basis, determined based on the number of full months of employment completed from the Commencement Grant Date to the date of your Early Retirement divided by the number of full months during in the vesting period commencing for any unvested RSUs, and your rights to all of the unvested RSUs shall be immediately and irrevocably forfeited;] (e) If you terminate employment with the Company or an Affiliate due to death prior to the vesting of the RSUs pursuant to Section 3 hereof, you shall become immediately and unconditionally vested in all RSUs and the restrictions with respect to all RSUs shall lapse on the Commencement Date date of your death. No transfer by will or the Applicable Laws of descent and ending distribution of any RSUs which vest by reason of your death shall be effective to bind the Company unless the Committee administering the Plan shall have been furnished with written notice of such transfer and a copy of the will or such other evidence as the Committee may deem necessary to establish the validity of the transfer; or (f) If you terminate employment with the Company or an Affiliate on account of becoming Disabled (as defined below) prior to the vesting of the RSUs pursuant to Section 3 hereof, you shall become immediately and unconditionally vested in all RSUs and the restrictions with respect to all RSUs shall lapse on the End Datedate on which you are determined to be Disabled. “Disabled” or “Disability” means (i) being treated as disabled under the applicable plan of long-term disability of the Company or an Affiliate; (ii) becoming eligible for disability benefits under the Social Security Act; or (iii) the Company, in its sole discretion, determines you to be “Disabled” for purposes of this Agreement. If you have met the age and service conditions set forth in Sections 4(c) or 4(d) at the time of becoming Disabled, then such disability shall only accelerate the payment of (and the lapse of restrictions with respect to) RSUs which are no longer subject to a substantial risk of forfeiture if such Disability constitutes a “disability” within the meaning of Code Section 409A (and the guidance issued thereunder) (a “Section 409A Disability”). If the Disability does not qualify as a Section 409A Disability, and you have met the foregoing age and service conditions, this Section 4(f) shall not apply to you and the RSUs shall be paid (and the restrictions with respect thereto shall lapse) at the time otherwise provided for under this Agreement.]

Note to Draft. The alternative CEO has the flexibility, in his sole discretion, to include or exclude the provision is to allow for full vesting at the end in Section 4(b). In lieu of the performance period. shall vest subject to the terms and conditions of this Agreement, including the clawback and forfeiture provisions under Section 6 and Section 10 below:3 (a) If, within two years after the date of the consummation of a Change in Control that occurs after the Grant Dateprovision, the CEO shall have the authority to provide for accelerated vesting upon a termination without Cause using the following alternative language: [If the Company or an Affiliate terminates your employment for any reason other than involuntarily and not for Cause (using the standard definition set forth in Section 2.8 of the Plan), death or Disability, or you terminate employment for Good Reason, the Earned Percentage shall be deemed to be one hundred percent (100%) and you shall become immediately and unconditionally vested in all of the Earned PSUs. If you are a person otherwise described in either (i) Sections 4(b) or 4(c) due to having Retired (as defined in Section 4(h) below, (ii) Section 4(d) due to having had an Involuntary Termination (as defined in Section 4(d) below) or (iii) Section 4(f) due to becoming Disabled (as defined in Section 4(f) below), in each case within two years after the date of a Change in Control that occurs after the Grant Date, then you shall be entitled to vested PSUs and Earned Percentage as described in this Section 4(a). Notwithstanding the foregoing, if the termination of employment occurs after the Performance Period has been completed, the Earned Percentage shall be calculated as set forth in Exhibit A to this Agreement. (b) [Except as otherwise provided in Section 4(a) above, if you have attained at least age 55 and your age and service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) is equal to or greater than 75 at the time you Retire (as defined under Section 4(h) below)) (“Normal Retirement”) prior to the vesting or forfeiture of the PSUs RSUs pursuant to Section 3 hereof, then the number RSUs will fully vest on the date of PSUs your termination of employment, provided that become earned shall you execute a form of general release in a form acceptable to the Company.] The intent is for the retirement provisions of Sections 4(c) and (d) to be determined at included in annual grants and to have the end of the Performance Period flexibility to include or exclude these provisions in accordance with Section 3(b) hereof, off-cycle grants. and the Earned PSUs, if any, restrictions with respect to all RSUs shall become fully vested [(x)] as of the last day of the Performance Period[ if you retire lapse on or prior to the third anniversary of the Grant Date or (y) as of the date of your Normal Retirement if you retire after the third anniversary of the Grant Date].Retirement;] (cd) [Except as otherwise provided in Section 4(a) above, if If you Retire on or after age 55 with ten years of service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) but before Normal Retirement (“Early Retirement”) prior to ), the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become vested [(x)] as of the last day of the Performance Period[ if you retire RSUs will vest on or prior to the third anniversary of the Grant Date, or (y) as of a pro rata basis on the date of your Early Retirement if you retire after the third anniversary of the Grant DateRetirement, in each case] on a pro rata basis, determined based on the number of full months of employment completed from the Commencement Grant Date to the date of your Early Retirement divided by the number of full months during in the vesting period commencing for any unvested RSUs, and your rights to all of the unvested RSUs shall be immediately and irrevocably forfeited;] (e) If you terminate employment with the Company or an Affiliate due to death prior to the vesting of the RSUs pursuant to Section 3 hereof, you shall become immediately and unconditionally vested in all RSUs and the restrictions with respect to all RSUs shall lapse on the Commencement Date date of your death. No transfer by will or the Applicable Laws of descent and ending distribution of any RSUs which vest by reason of your death shall be effective to bind the Company unless the Committee administering the Plan shall have been furnished with written notice of such transfer and a copy of the will or such other evidence as the Committee may deem necessary to establish the validity of the transfer; or (f) If you terminate employment with the Company or an Affiliate on account of becoming Disabled (as defined below) prior to the vesting of the RSUs pursuant to Section 3 hereof, you shall become immediately and unconditionally vested in all RSUs and the restrictions with respect to all RSUs shall lapse on the End Datedate on which you are determined to be Disabled. “Disabled” or “Disability” means (i) being treated as disabled under the applicable plan of long-term disability of the Company or an Affiliate; (ii) becoming eligible for disability benefits under the Social Security Act; or (iii) the Company, in its sole discretion, determines you to be “Disabled” for purposes of this Agreement. If you have met the age and service conditions set forth in Sections 4(c) or 4(d) at the time of becoming Disabled, then such disability shall only accelerate the payment of (and the lapse of restrictions with respect to) RSUs which are no longer subject to a substantial risk of forfeiture if such Disability constitutes a “disability” within the meaning of Code Section 409A (and the guidance issued thereunder) (a “Section 409A Disability”). If the Disability does not qualify as a Section 409A Disability, and you have met the foregoing age and service conditions, this Section 4(f) shall not apply to you and the RSUs shall be paid (and the restrictions with respect thereto shall lapse) at the time otherwise provided for under this Agreement.]

Note to Draft. The alternative provision intent is to allow for full vesting at the end of the performance period. shall vest subject to the terms and conditions of this Agreement, including the clawback and forfeiture retirement provisions under Section 6 and Section 10 below:3 (a) If, within two years after the date of the consummation of a Change in Control that occurs after the Grant Date, the Company terminates your employment for any reason other than for Cause (using the standard definition set forth in Section 2.8 of the Plan), death or Disability, or you terminate employment for Good Reason, the Earned Percentage shall be deemed to be one hundred percent (100%) and you shall become immediately and unconditionally vested in all of the Earned PSUs. If you are a person otherwise described in either (i) Sections 4(b) and (c) to be included in annual grants and to have the flexibility to include or 4(c) due exclude these provisions in off-cycle grants. The CEO has the flexibility, in his sole discretion, to having Retired (as defined in Section 4(h) below, (ii) include or exclude Section 4(d) due to having had an Involuntary Termination (as defined in Section 4(d) below) or (iii) Section 4(f) due to becoming Disabled (as defined in Section 4(f) below), in each case within two years after the date of a Change in Control that occurs after the Grant Date, then you shall be entitled to vested PSUs and Earned Percentage as described in this Section 4(a). Notwithstanding the foregoing, if the termination of employment occurs after the Performance Period has been completed, the Earned Percentage shall be calculated as set forth in Exhibit A to this Agreement. (bd) [Except as otherwise provided in Section 4(a) above, if you have attained at least age 55 and your age and service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) employment is equal to or greater than 75 at the time you Retire (as defined under Section 4(h) below)) involuntarily terminated without Cause (“Normal Retirement”) prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become fully vested [(x)] as of the last day of the Performance Period[ if you retire on or prior to the third anniversary of the Grant Date or (y) as of the date of your Normal Retirement if you retire after the third anniversary of the Grant Date].] (c) [Except as otherwise provided in Section 4(a) above, if you Retire on or after age 55 with ten years of service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) but before Normal Retirement (“Early RetirementInvoluntary Termination”) prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become vested [(x)] as of the last day of the Performance Period[ if you retire your Involuntary Termination occurs on or prior to the third anniversary of the Grant Date, or (y) as of the date of your Early Retirement Involuntary Termination if you retire such termination occurs after the third anniversary of the Grant Date, in each case] on a pro rata basis, determined based on the number of full months of employment completed from the Commencement Date to the date of your Early Retirement Involuntary Termination divided by the number of full months during the period commencing on the Commencement Date and ending on the End Date.] (e) If you terminate employment with the Company or an Affiliate due to death prior to the vesting or forfeiture of the PSUs pursuant to Section 3, the Earned Percentage shall be deemed to be one hundred percent (100%) and you shall become immediately and unconditionally vested in all of the Earned PSUs as of the date of your death. Notwithstanding the foregoing, if the termination of employment occurs after the Performance Period has been completed, the Earned Percentage shall be calculated as set forth in Exhibit A to this Agreement. (f) Except as otherwise provided in Section 4(a) above, if you terminate employment with the Company or an Affiliate on account of becoming Disabled (as defined below) prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become vested [(x)] as of the last day of the Performance Period[ if you become Disabled on or prior to the third anniversary of the Grant Date, or (y) as of the date on which you become Disabled if such date occurs after the third anniversary of the Grant Date, in each case] on a pro rata basis, determined based on the number of full months of employment completed from the Commencement Date to the date on which you determined to be Disabled divided by the number of full months during the period commencing on the Commencement Date and ending on the End Date. For purposes of this Agreement, “Disabled” or “Disability” means (i) being treated as disabled under the applicable plan of long-term disability of the Company or an Affiliate; (ii) becoming eligible for disability benefits under the Social Security Act; or (iii) the Company, in its sole discretion, determines you to be “Disabled” for purposes of this Agreement. (g) For purposes of this Agreement, “Good Reason” means:

Note to Draft. The alternative provision is To be a number equal to allow for full vesting at the end least 15% of the performance period. shall vest subject Class A common stock held by the Silver Lake Parties immediately prior to the terms and conditions of this Agreement, including the clawback and forfeiture provisions under Section 6 and Section 10 below:3 IPO (a) If, within two years after the date of the consummation of a Change in Control calculated assuming that occurs after the Grant Date, the Company terminates your employment for any reason other than for Cause (using the standard definition set forth in Section 2.8 of the Plan), death or Disability, or you terminate employment for Good Reason, the Earned Percentage shall be deemed to be one hundred percent (100%) and you shall become immediately and unconditionally vested in all of the Earned PSUsSL Parties’ Common Stock and corresponding shares of Class C common stock are exchanged for Class A common stock). If you are a person otherwise described income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in either taxable income or loss), with the following adjustments (without duplication): (i) Sections 4(b) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Income or 4(c) due Net Loss pursuant to having Retired (as defined in Section 4(h) below, this definition of “Net Income” and “Net Loss” shall be added to such taxable income or loss; (ii) Section 4(d) due to having had an Involuntary Termination (as defined Any expenditures of the Company described in Section 4(d705(a)(2)(B) belowof the Code or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income and Net Loss pursuant to this definition of “Net Income” and “Net Loss,” shall be treated as deductible items; (iii) In the event the Carrying Value of any Company asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of “Carrying Value,” the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Carrying Value of the asset) or an item of loss (if the adjustment decreases the Carrying Value of the asset) from the disposition of such asset and shall be taken into account, immediately prior to the event giving rise to such adjustment, for purposes of computing Net Income and/or Net Loss; (iv) Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Carrying Value of the Property disposed of, notwithstanding that the adjusted tax basis of such Property differs from its Carrying Value; (v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of Depreciation; (vi) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 4(f734(b) due of the Code is required, pursuant to becoming Disabled (as defined in Treasury Regulations Section 4(f) below1.704-(b)(2)(iv)(m)(4), to be taken into account in each case within two years after the date determining Capital Accounts as a result of a Change distribution other than in Control that occurs after liquidation of a Member’s interest in the Grant DateCompany, then you the amount of such adjustment shall be entitled to vested PSUs and Earned Percentage treated as described in this Section 4(a). Notwithstanding the foregoing, an item of gain (if the termination adjustment increases the basis of employment occurs after the Performance Period has been completed, asset) or loss (if the Earned Percentage adjustment decreases such basis) from the disposition of such asset and shall be calculated as taken into account for purposes of computing Net Income or Net Loss; and (vii) Notwithstanding any other provision of this definition, any items that are specially allocated pursuant to Section 5.04(b), Section 5.04(c) and Section 5.04(d) shall not be taken into account in computing Net Income and Net Loss. The amounts of the items of Company income, gain, loss, or deduction available to be specially allocated pursuant to Section 5.04(b), Section 5.04(c) and Section 5.04(d) shall be determined by applying rules analogous to those set forth in Exhibit A to this Agreement. subparagraphs (bi) [Except as otherwise provided in Section 4(athrough (vi) above, if you have attained at least age 55 and your age and service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) is equal to or greater than 75 at the time you Retire (as defined under Section 4(h) below)) (“Normal Retirement”) prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become fully vested [(x)] as of the last day of the Performance Period[ if you retire on or prior to the third anniversary of the Grant Date or (y) as of the date of your Normal Retirement if you retire after the third anniversary of the Grant Date].] (c) [Except as otherwise provided in Section 4(a) above, if you Retire on or after age 55 with ten years of service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) but before Normal Retirement (“Early Retirement”) prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become vested [(x)] as of the last day of the Performance Period[ if you retire on or prior to the third anniversary of the Grant Date, or (y) as of the date of your Early Retirement if you retire after the third anniversary of the Grant Date, in each case] on a pro rata basis, determined based on the number of full months of employment completed from the Commencement Date to the date of your Early Retirement divided by the number of full months during the period commencing on the Commencement Date and ending on the End Date.]

Note to Draft. The alternative provision is Revised payment language included to allow for full vesting at accommodate PSU grants that are to be settled fully shortly after the end of the performance periodperiod or settled following certain terminations of employment. [Notwithstanding the foregoing, any distribution (including any distribution of amounts otherwise described in Sections 7(b) and (c) below) to any “specified employee” as determined in accordance with procedures adopted by the Company that reflect the requirements of Code Section 409A(a)(2)(B)(i) (and any applicable guidance thereunder), that constitutes “deferred compensation” under Code Section 409A and is on account of your “separation from service” (within the meaning of Code Section 409A) shall vest subject to be made as soon as reasonably practicable after the terms and conditions first day of this Agreementthe seventh month following such separation from service (or, including the clawback and forfeiture provisions under Section 6 and Section 10 below:3 (a) Ifif earlier, within two years after the date of the consummation specified employee’s death) as required to comply with Code Section 409A. The Company will not deliver any fractional share of Stock and will not make any cash payment related to any fractional share; instead, any fractional share will be eliminated by rounding upward to the nearest whole share if the fractional share is 0.5 or greater and otherwise downward to the nearest whole share. In the event of your death after your retirement or termination of employment and before payment, the number of shares of Stock otherwise deliverable and the amount otherwise payable under this Section 7(a) shall be delivered or paid, as applicable, to your beneficiary or, if none, your estate as soon as practicable after your death. No transfer by will or the Applicable Laws of descent and distribution of any PSUs which vest by reason of your death shall be effective to bind the Company unless the Committee administering the Plan shall have been furnished with written notice of such transfer and a Change copy of the will or such other evidence as the Committee may deem necessary to establish the validity of the transfer.]5 (b) On each date on which shares of Stock under Section 7(a) are delivered to you (or your beneficiary or, if none, your estate in Control that occurs after the Grant Dateevent of your death), the Company terminates shall also deliver to you (or your employment for beneficiary or, if none, your estate in the event of your death) the number of additional shares of Stock, the number of any reason other than for Cause (using the standard definition set forth in Section 2.8 securities of the Plan), death Company and the value or Disability, or you terminate employment actual issuance of any other property (in each case as determined by the Committee) (except for Good Reason, the Earned Percentage shall be deemed to be one hundred percent (100%) cash dividends and you shall become immediately and unconditionally vested in all of the Earned PSUs. If you are a person otherwise described in either (i) Sections 4(b) or 4(c) due to having Retired (as defined in Section 4(h) below, (ii) Section 4(d) due to having had an Involuntary Termination (as defined in Section 4(d) below) or (iii) Section 4(f) due to becoming Disabled (as defined in Section 4(f) belowother cash distributions), in each case within two years after the date of a Change in Control that occurs after the Grant Date, then you shall be entitled to vested PSUs and Earned Percentage as described in this Section 4(a). Notwithstanding the foregoing, if the termination of employment occurs after the Performance Period has been completed, the Earned Percentage shall be calculated as set forth in Exhibit A to this Agreement. (b) [Except as otherwise provided in Section 4(a) above, if you have attained at least age 55 and your age and service with the Company or an Affiliate (pursuant would have distributed to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) is equal to or greater than 75 at the time you Retire (as defined under Section 4(h) below)) (“Normal Retirement”) prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become fully vested [(x)] as of the last day of the Performance Period[ if you retire on or prior to the third anniversary of the Grant Date or (y) as of the date of your Normal Retirement if you retire after the third anniversary of the Grant Date].] (c) [Except as otherwise provided in Section 4(a) above, if you Retire on or after age 55 with ten years of service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) but before Normal Retirement (“Early Retirement”) prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become vested [(x)] as of the last day of the Performance Period[ if you retire on or prior to the third anniversary of the Grant Date, or (y) as of the date of your Early Retirement if you retire after the third anniversary of the Grant Date, in each case] on a pro rata basis, determined based on the number of full months of employment completed from the Commencement Date to the date of your Early Retirement divided by the number of full months during the period commencing on the Commencement Grant Date and ending on the End applicable vesting date in respect of the shares of Stock that are being delivered to you under Section 7(a) had such shares been issued to you on the Grant Date, without interest, and less any tax withholding amount applicable to such distribution. To the extent that the PSUs are forfeited prior to vesting, the right to receive such distributions shall also be forfeited.] (c) On each date on which shares of Stock under Section 7(a) are delivered to you (or your beneficiary or, if none, your estate in the event of your death), the Company shall also deliver to you (or your beneficiary or, if none, your estate in the event of your death) a cash payment equal to the aggregate amount of cash dividends and other cash distributions that the Company would have paid to you during the period commencing on the Grant Date and ending on the applicable vesting date in respect of the shares of Stock that are being delivered to you under Section 7(a) had such shares been issued to you on the Grant Date, without interest, and less any applicable 5 Note to Draft: This paragraph is only required if payment can be made on an accelerated basis on account of separation from service. withholding taxes. To the extent that the PSUs are forfeited prior to vesting, the right to receive such cash payment shall also be forfeited.

Note to Draft. The alternative provision intent is to allow for full vesting at the end of the performance period. shall vest subject to the terms and conditions of this Agreement, including the clawback and forfeiture retirement provisions under Section 6 and Section 10 below:3 (a) If, within two years after the date of the consummation of a Change in Control that occurs after the Grant Date, the Company terminates your employment for any reason other than for Cause (using the standard definition set forth in Section 2.8 of the Plan), death or Disability, or you terminate employment for Good Reason, the Earned Percentage shall be deemed to be one hundred percent (100%) and you shall become immediately and unconditionally vested in all of the Earned PSUs. If you are a person otherwise described in either (i) Sections 4(b) and (c) to be included in annual grants and to have the flexibility to include or 4(c) due exclude these provisions in off-cycle grants. The CEO has the flexibility, in his sole discretion, to having Retired (as defined in Section 4(h) below, (ii) include or exclude Section 4(d) due to having had an Involuntary Termination (as defined in Section 4(d) below) or (iii) Section 4(f) due to becoming Disabled (as defined in Section 4(f) below), in each case within two years after the date of a Change in Control that occurs after the Grant Date, then you shall be entitled to vested PSUs and Earned Percentage as described in this Section 4(a). Notwithstanding Retirement divided by the foregoing, if number of full months during the termination of employment occurs after period commencing on the Performance Period has been completed, Commencement Date and ending on the Earned Percentage shall be calculated as set forth in Exhibit A to this AgreementEnd Date.] (bd) [Except as otherwise provided in Section 4(a) above, if you have attained at least age 55 and your age and service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) employment is equal to or greater than 75 at the time you Retire (as defined under Section 4(h) below)) involuntarily terminated without Cause (“Normal Retirement”) prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become fully vested [(x)] as of the last day of the Performance Period[ if you retire on or prior to the third anniversary of the Grant Date or (y) as of the date of your Normal Retirement if you retire after the third anniversary of the Grant Date].] (c) [Except as otherwise provided in Section 4(a) above, if you Retire on or after age 55 with ten years of service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) but before Normal Retirement (“Early RetirementInvoluntary Termination”) prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become vested [(x)] as of the last day of the Performance Period[ if you retire your Involuntary Termination occurs on or prior to the third anniversary of the Grant Date, or (y) as of the date of your Early Retirement Involuntary Termination if you retire such termination occurs after the third anniversary of the Grant Date, in each case] on a pro rata basis, determined based on the number of full months of employment completed from the Commencement Date to the date of your Early Retirement Involuntary Termination divided by the number of full months during the period commencing on the Commencement Date and ending on the End Date.] (e) If you terminate employment with the Company or an Affiliate due to death prior to the vesting or forfeiture of the PSUs pursuant to Section 3, the Earned Percentage shall be deemed to be one hundred percent (100%) and you shall become immediately and unconditionally vested in all of the Earned PSUs as of the date of your death. Notwithstanding the foregoing, if the termination of employment occurs after the Performance Period has been completed, the Earned Percentage shall be calculated as set forth in Exhibit A to this Agreement. (f) Except as otherwise provided in Section 4(a) above, if you terminate employment with the Company or an Affiliate on account of becoming Disabled (as defined below) prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become vested [(x)] as of the last day of the Performance Period[ if you become Disabled on or prior to the third anniversary of the Grant Date, or (y) as of the date on which you become Disabled if such date occurs after the third anniversary of the Grant Date, in each case] on a pro rata basis, determined based on the number of full months of employment completed from the Commencement Date to the date on which you determined to be Disabled divided by the number of full months during the period commencing on the Commencement Date and ending on the End Date. For purposes of this Agreement, “Disabled” or “Disability” means (i) being treated as disabled under the applicable plan of long-term disability of the Company or an Affiliate; (ii) becoming eligible for disability benefits under the Social Security Act; or (iii) the Company, in its sole discretion, determines you to be “Disabled” for purposes of this Agreement. (g) For purposes of this Agreement, “Good Reason” means:

Note to Draft. The alternative provision is to allow for full vesting at the end of the performance period. . distributions pursuant to Sections 7(b) and (c) hereof. Notwithstanding the foregoing, the PSUs shall vest subject to the terms and conditions of this Agreement, including the clawback and forfeiture provisions under Section 6 and Section 10 below:3 (a) If, within two years after the date of the consummation of a Change in Control that occurs after the Grant Date, the Company terminates your employment for any reason other than for Cause (using the standard definition set forth in Section 2.8 of the Plan), death or Disability, or you terminate employment for Good Reason, the Earned Percentage shall be deemed to be one hundred percent (100%) and you shall become immediately and unconditionally vested in all of the Earned PSUs. If you are a person otherwise described in either (i) Sections 4(b) or 4(c) due to having Retired (as defined in Section 4(h) below, (ii) Section 4(d) due to having had an Involuntary Termination (as defined in Section 4(d) below) or (iii) Section 4(f) due to becoming Disabled (as defined in Section 4(f) below), in each case within two years after the date of a Change in Control that occurs after the Grant Date, then you shall be entitled to vested PSUs and Earned Percentage as described in this Section 4(a). Notwithstanding the foregoing, if the termination of employment occurs after the Performance Period has been completed, the Earned Percentage shall be calculated as set forth in Exhibit A to this Agreement. (b) [Except as otherwise provided in Section 4(a) above, if you have attained at least age 55 and your age and service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) is equal to or greater than 75 at the time you Retire (as defined under Section 4(h) below)) (“Normal Retirement”) prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become fully vested [(x)] as of the last day of the Performance Period[ if you retire on or prior to the third anniversary of the Grant Date or (y) as of the date of your Normal Retirement if you retire after the third anniversary of the Grant Date].] (c) [Except as otherwise provided in Section 4(a) above, if you Retire on or after age 55 with ten years of service with the Company or an Affiliate (pursuant to the method for crediting service under the ▇▇▇▇▇▇ Savings Plan) but before Normal Retirement (“Early Retirement”) prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become vested [(x)] as of the last day of the Performance Period[ if you retire on or prior to the third anniversary of the Grant Date, or (y) as of the date of your Early Retirement if you retire after the third anniversary of the Grant Date, in each case] on a pro rata basis, determined based on the number of full months of employment completed from the Commencement Date to the date of your Early Retirement divided by the number of full months during the period commencing on the Commencement Date and ending on the End Date.]Early