Common use of of the Plan Clause in Contracts

of the Plan. The Plan shall be administered by a committee of two or three members (provided it is not less than the minimum number of persons from time to time required by both Rule 16b-3 and Section 162(m) of the Code) of the Board of Directors of the Company (hereinafter called the "Committee"). The Committee's members shall be appointed by the Board of Directors of the Company and all members of the Committee shall serve at the pleasure of the Board. The Committee shall hold meetings at such times and places as it may determine. If the Committee has two members then all actions must be unanimous. If the Committee has three members all three shall be required for a quorum but a majority vote will be binding. The Committee may act by unanimous written consent of all members without a meeting. The Committee shall from time to time at its discretion determine which key individuals shall be granted Options and the amount of stock covered by such Options. No director while a member of the Committee shall be eligible to receive an Option under the Plan. The Committee shall have the sole authority and power, subject to the express provisions and limitations of the Plan, to construe the Plan and Agreements granted hereunder, and to adopt, prescribe, amend, and rescind rules and regulations relating to the Plan, and to make all determinations necessary or advisable for administering the Plan. The interpretation by the Committee of any provision of the Plan or of any Agreement entered into hereunder shall be in accordance with Section 422A of the Internal Revenue Code of 1954, as amended, and the Regulations issued thereunder, as such Section or Regulations may be amended from time to time, in order that the rights granted hereunder and under said Agreements shall constitute "Incentive Stock Options" within the meaning of such Section. Such interpretation shall also be in compliance with Rule 16b-3 of the Securities Exchange Act of 1934 and regulations thereunder. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted hereunder shall be final and conclusive, unless otherwise determined by the Board. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it.

of the Plan. The Plan It is understood and agreed by Optionee and Transferee that (i) the Compensation and Benefits Committee shall be administered entitled, in its sole discretion, to determine whether such transfer is in accordance with such requirements, and (ii) the Company and the Compensation and Benefits Committee shall be under no obligation to notify the Transferee of the termination date of any Option transferred hereunder. The Transferee hereby agrees, subject to paragraph 7 of the Agreement, to be bound by a committee all of two the terms, conditions and limitations set forth in the Agreement and the Plan binding upon the Optionee under the Agreement, and specifically understands that (i) the events of death, Disability, Retirement or three members other termination of employment (provided it is not less than and any other provisions regarding employment) described in paragraphs 2 and 3 of the minimum number of persons from time to time required by both Rule 16b-3 Agreement and Section 162(mSections 5(f) and 5(g) of the Code) of Plan shall continue to be applied with respect to the Board of Directors of Optionee, and following any such events, the Company (hereinafter called the "Committee"). The Committee's members transferred Options shall be appointed exercisable by the Board of Directors of the Company and all members of the Committee shall serve at the pleasure of the Board. The Committee shall hold meetings at such times and places as it may determine. If the Committee has two members then all actions must be unanimous. If the Committee has three members all three shall be required for a quorum but a majority vote will be binding. The Committee may act by unanimous written consent of all members without a meeting. The Committee shall from time to time at its discretion determine which key individuals shall be granted Options and the amount of stock covered by such Options. No director while a member of the Committee shall be eligible to receive an Option under the Plan. The Committee shall have the sole authority and power, subject Transferee only to the express provisions and limitations of the Plan, to construe the Plan and Agreements granted hereunderextent, and to adopt, prescribe, amend, and rescind rules and regulations relating to for the periods specified in the Plan, and (ii) the Options may not, without the consent of the Compensation and Benefits Committee, be transferred by the Transferee except by will or pursuant to make all determinations necessary or advisable for administering the Planlaws of descent and distribution. The interpretation Transferee understands and acknowledges that any shares of Common Stock purchased by the Committee Transferee pursuant to the Options may not be registered under the Securities Act of any provision of the Plan or of any Agreement entered into hereunder shall be in accordance with Section 422A of the Internal Revenue Code of 19541933, as amended, and that such shares may contain a restrictive legend in substantially the Regulations issued thereunderform as set forth below (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, as such Section or Regulations OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. In order to enforce the foregoing, the Company may be amended from time to time, in order that the rights granted hereunder and under said Agreements shall constitute "Incentive Stock Options" within the meaning of such Section. Such interpretation shall also be in compliance with Rule 16b-3 of the Securities Exchange Act of 1934 and regulations thereunder. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted hereunder shall be final and conclusive, unless otherwise determined by the Board. No member of the Board or the Committee shall be liable for any action or determination made in good faith impose stop-transfer instructions with respect to such securities until such time as the Plan Company is reasonably satisfied that such restrictions are no longer applicable to the sale of such securities. The Optionee further represents and warrants to the Company and the Transferee that (i) Optionee has delivered to the Transferee a copy of the Agreement and the Plan, (ii) Optionee has consulted with qualified income and estate tax advisors in determining to transfer the Options to the Transferee or waives any option granted under it.such requirement to do so and (iii) Optionee has considered and understands each of the following:

of the Plan. Repayment: The RSUs (or a portion thereof) will be subject to repayment immediately upon demand therefor, in accordance with Section 2.9 of the Plan, if any terms and conditions of the Plan shall and the Award Agreement are not materially satisfied. Any decision regarding repayment of RSUs under this paragraph will be administered made by a committee of two the Committee in its sole discretion. In addition to the foregoing, the RSUs will be subject to any clawback or three members (provided it is not less than recapture policy that the minimum number of persons Company may adopt from time to time required to the extent provided in such policy. Conditions to Award: This award of RSUs is conditioned upon (i) the Participant activating the Participant’s account on the online portal established by both Rule 16b-3 the Company’s equity plan administrator and Section 162(m(ii) of the CodeParticipant accepting the RSUs through such online portal, in each case within ninety (90) of days following the Board of Directors of Grant Date (the Company (hereinafter called the "Committee"“Acceptance Period”). In the event the Participant fails to activate his or her account or accept the RSUs through the online portal within the Acceptance Period, then the RSUs subject to this Award Agreement will terminate automatically unless the Company’s Chief Human Resources Officer, General Counsel or their designee has provided written consent to such delay. Amendment: The Committee's members Committee reserves the right at any time to amend the terms and conditions set forth in this Award Agreement, except that the Committee may not make any amendment in a manner unfavorable to the Participant (other than if immaterial), without the Participant’s consent except as provided in the Plan. Any amendment of this Award Agreement shall be appointed in writing and - 6 - signed by the Board of Directors of the Company and all members of the Committee shall serve at the pleasure of the Board. The Committee shall hold meetings at such times and places as it may determine. If the Committee has two members then all actions must be unanimous. If the Committee has three members all three shall be required for a quorum but a majority vote will be binding. The Committee may act by unanimous written consent of all members without a meeting. The Committee shall from time to time at its discretion determine which key individuals shall be granted Options and the amount of stock covered by such Options. No director while a an authorized member of the Committee or a person or persons designated by the Committee. Governing Law: This Award Agreement shall be eligible deemed to receive an Option under be made under, and in all respects be interpreted, construed and governed by and in accordance with, the Planlaws of the State of Delaware without regard to conflict of law principles. The Committee shall have Plan is incorporated herein by reference. Except as otherwise set forth in the sole authority Award Agreement, the Award Agreement and power, subject the Plan constitute the entire agreement and understanding of the parties with respect to the express provisions and limitations of RSUs. In the Plan, to construe the Plan and Agreements granted hereunder, and to adopt, prescribe, amend, and rescind rules and regulations relating to the Plan, and to make all determinations necessary or advisable for administering the Plan. The interpretation by the Committee of event that any provision of the Plan or of any Award Agreement entered into hereunder shall be in accordance is inconsistent with Section 422A the Plan, the terms of the Internal Revenue Code Award Agreement will control. By accepting this Award Agreement, the Participant agrees to be subject to the terms and conditions of 1954, as amendedthe Plan. Participant acknowledges receipt of, and understands and agrees to, this Award Agreement, the Regulations issued thereunderPlan, as such Section or Regulations the related Plan prospectus and the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy. This Award Agreement may be amended from time executed in counterparts, which together will constitute one and the same original, and such execution may be evidenced by electronic means (including online acceptance) pursuant to time, in order that the rights granted hereunder and under said Agreements shall constitute "Incentive Stock Options" within the meaning of such Section. Such interpretation shall also be in compliance with Rule 16b-3 of the Securities Exchange Act of 1934 and regulations thereunder. The interpretation and construction any procedures established by the Committee of any provisions of the Plan or of any option granted hereunder shall be final and conclusive, unless otherwise determined by the BoardCompany for electronic acceptance. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it.- 7 -

of the Plan. The Plan shall be administered It is understood and agreed by a committee of two or three members Optionee and Transferee that (provided it is not less than the minimum number of persons from time to time required by both Rule 16b-3 and Section 162(mi) of the Code) of the Board of Directors of the Company (hereinafter called the "Committee"). The Committee's members shall be appointed by the Board of Directors of the Company and all members of the Committee shall serve at the pleasure of the Board. The Committee shall hold meetings at such times and places as it may determine. If the Committee has two members then all actions must be unanimous. If the Committee has three members all three shall be required for a quorum but a majority vote will be binding. The Committee may act by unanimous written consent of all members without a meeting. The Committee shall from time to time at its discretion determine which key individuals shall be granted Options and the amount of stock covered by such Options. No director while a member of the Committee shall be eligible entitled, in its sole discretion, to receive an determine whether such transfer is in accordance with such requirements, and (ii) the Company and the Committee shall be under no obligation to notify the Transferee of the termination date of any Option under the Plantransferred hereunder. The Committee shall have the sole authority and powerTransferee hereby agrees, subject to paragraph 7 of the express provisions Agreement, to be bound by all of the terms, conditions and limitations set forth in the Agreement and the Plan binding upon the Optionee under the Agreement, and specifically understands that (i) the events of death, Disability, Retirement or other termination of employment (and any other provisions regarding employment) described in paragraphs 2 and 3 of the Plan, to construe Agreement and Sections 5(f) and 5(g) of the Plan and Agreements granted hereundershall continue to be applied with respect to the Optionee, and following any such events, the transferred Options shall be exercisable by the Transferee only to adopt, prescribe, amendthe extent, and rescind rules and regulations relating to for the periods specified in the Plan, and (ii) the Options may not, without the consent of the Committee, be transferred by the Transferee except by will or pursuant to make all determinations necessary or advisable for administering the Planlaws of descent and distribution. The interpretation Transferee understands and acknowledges that any shares of Common Stock purchased by the Committee Transferee pursuant to the Options may not be registered under the Securities Act of any provision of the Plan or of any Agreement entered into hereunder shall be in accordance with Section 422A of the Internal Revenue Code of 19541933, as amended, and that such shares may contain a restrictive legend in substantially the Regulations issued thereunderform as set forth below (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, as such Section or Regulations OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. In order to enforce the foregoing, the Company may be amended from time to time, in order that the rights granted hereunder and under said Agreements shall constitute "Incentive Stock Options" within the meaning of such Section. Such interpretation shall also be in compliance with Rule 16b-3 of the Securities Exchange Act of 1934 and regulations thereunder. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted hereunder shall be final and conclusive, unless otherwise determined by the Board. No member of the Board or the Committee shall be liable for any action or determination made in good faith impose stop-transfer instructions with respect to such securities until such time as the Plan Company is reasonably satisfied that such restrictions are no longer applicable to the sale of such securities. The Optionee further represents and warrants to the Company and the Transferee that (i) Optionee has delivered to the Transferee a copy of the Agreement, (ii) Optionee has consulted with qualified income and estate tax advisors in determining to transfer the Options to the Transferee or waives any option granted under it.such requirement to do so and (iii) Optionee has considered and understands each of the following:

of the Plan. The Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be administered by a committee delayed for the first six (6) months following such separation from service (or, if earlier, the date of two or three members (provided it is not less than the minimum number of persons from time to time required by both Rule 16b-3 and Section 162(m) death of the Codespecified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Board payment of Directors any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the Company (hereinafter called the "Committee"). The Committee's members shall be appointed by the Board meaning of Directors of the Company and all members of the Committee shall serve at the pleasure of the Board. The Committee shall hold meetings at such times and places as it may determine. If the Committee has two members then all actions must be unanimous. If the Committee has three members all three shall be required for a quorum but a majority vote will be binding. The Committee may act by unanimous written consent of all members without a meeting. The Committee shall from time to time at its discretion determine which key individuals shall be granted Options Section 409A and the amount payment thereof prior to a “separation from service” would violate Section 409A. For purposes of stock covered by any such Optionsprovision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.” 25.Forfeiture and Clawback. No director while a member of the Committee shall be eligible to receive an Option under the Plan. The Committee shall have the sole authority and power, subject to the express provisions and limitations Notwithstanding any other provision of the Plan, to construe the Plan and Agreements granted hereunder, and to adopt, prescribe, amend, and rescind rules and regulations relating LTIP or this Agreement to the Plancontrary, and by signing this Agreement, the Participant acknowledges that any incentive-based compensation paid to make all determinations necessary or advisable for administering the Plan. The interpretation Participant hereunder may be subject to recovery by the Committee of Company under any provision of clawback policy that the Plan or of any Agreement entered into hereunder shall be in accordance with Section 422A of the Internal Revenue Code of 1954, as amended, and the Regulations issued thereunder, as such Section or Regulations Company may be amended adopt from time to time, in order including without limitation any policy that the rights granted hereunder and Company may be required to adopt under said Agreements shall constitute "Incentive Stock Options" within the meaning of such Section. Such interpretation shall also be in compliance with Rule 16b-3 Section 954 of the Securities Exchange ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 1934 and the rules and regulations thereunderof the U.S. Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Shares may be listed. The interpretation and construction by Participant further agrees to promptly return any such incentive-based compensation which the Committee of Company determines it is required to recover from the Participant under any provisions of the Plan or of any option granted hereunder shall be final and conclusive, unless otherwise determined by the Boardsuch clawback policy. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it.[SIGNATURE PAGE FOLLOWS] EXHIBIT 10.34

of the Plan. The Plan shall be administered It is understood and agreed by a committee of two or three members Optionee and Transferee that (provided it is not less than the minimum number of persons from time to time required by both Rule 16b-3 and Section 162(mi) of the Code) of the Board of Directors of the Company (hereinafter called the "Committee"). The Committee's members shall be appointed by the Board of Directors of the Company and all members of the Committee shall serve at the pleasure of the Board. The Committee shall hold meetings at such times and places as it may determine. If the Committee has two members then all actions must be unanimous. If the Committee has three members all three shall be required for a quorum but a majority vote will be binding. The Committee may act by unanimous written consent of all members without a meeting. The Committee shall from time to time at its discretion determine which key individuals shall be granted Options and the amount of stock covered by such Options. No director while a member of the Committee shall be eligible entitled, in its sole discretion, to receive an determine whether such transfer is in accordance with such requirements, and (ii) the Company and the Committee shall be under no obligation to notify the Transferee of the termination date of any Option under the Plantransferred hereunder. The Committee shall have the sole authority and powerTransferee hereby agrees, subject to paragraph 7 of the express provisions Agreement, to be bound by all of the terms, conditions and limitations set forth in the Agreement and the Plan binding upon the Optionee under the Agreement, and specifically understands that (i) the events of death, Disability, Retirement or other termination of employment (and any other provisions regarding employment) described in paragraphs 2 and 3 of the Plan, to construe Agreement and Sections 5(f) and 5(g) of the Plan and Agreements granted hereundershall continue to be applied with respect to the Optionee, and following any such events, the transferred Options shall be exercisable by the Transferee only to adopt, prescribe, amendthe extent, and rescind rules and regulations relating to for the periods specified in the Plan, and (ii) the Options may not, without the consent of the Committee, be transferred by the Transferee except by will or pursuant to make all determinations necessary or advisable for administering the Planlaws of descent and distribution. The interpretation Transferee understands and acknowledges that any shares of Common Stock purchased by the Committee Transferee pursuant to the Options may not be registered under the Securities Act of any provision of the Plan or of any Agreement entered into hereunder shall be in accordance with Section 422A of the Internal Revenue Code of 19541933, as amended, and that such shares may contain a restrictive legend in substantially the Regulations issued thereunderform as set forth below (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, as such Section or Regulations OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. In order to enforce the foregoing, the Company may be amended from time to time, in order that the rights granted hereunder and under said Agreements shall constitute "Incentive Stock Options" within the meaning of such Section. Such interpretation shall also be in compliance with Rule 16b-3 of the Securities Exchange Act of 1934 and regulations thereunder. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted hereunder shall be final and conclusive, unless otherwise determined by the Board. No member of the Board or the Committee shall be liable for any action or determination made in good faith impose stop- transfer instructions with respect to such securities until such time as the Plan Company is reasonably satisfied that such restrictions are no longer applicable to the sale of such securities. The Optionee further represents and warrants to the Company and the Transferee that (i) Optionee has delivered to the Transferee a copy of the Agreement, (ii) Optionee has consulted with qualified income and estate tax advisors in determining to transfer the Options to the Transferee or waives any option granted under it.such requirement to do so and (iii) Optionee has considered and understands each of the following: