Common use of Qualifying Termination Clause in Contracts

Qualifying Termination. Notwithstanding Section 5(a): (i) With respect to the TRSUs, in the event of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding If, during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 5(a6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) With respect The Company shall continue to the TRSUspay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the ParticipantBase Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s Qualifying Termination customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the vesting of all tranches date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the TRSUs second (i.e, prior to January 1st of the third 2nd) such calendar year following (and any payments otherwise payable prior thereto shall instead be paid on the Effective Date)first regularly scheduled Company payroll date occurring in the latter such calendar year or, all unvested TRSUs shall automatically if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and immediately vest as of the Termination Date. In such irrevocable (in either case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting First Payroll Date” meaning the Termination Date”)). (ii) With respect The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the PRSUsContinued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of the Participanta resignation by Executive for Good Reason due to a material reduction in Executive’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if anyBase Salary, shall be determined the Base Salary in accordance with Section 2(b)effect immediately prior to such reduction) and (y) Annual Bonus, and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such in each case, such number of Earned PRSUs for the three (and any associated PRSU Dividend Equivalent Amount3) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than fiscal years ending immediately prior to the Participant’s fiscal year in which the Qualifying TerminationTermination occurs. For the avoidance of doubt, with in no event shall the actual number of Earned OPRSUs determined based on actual performance through the end sum of the calendar quarter immediately preceding Lump Sum Severance plus the Termination Date, measured against Continued Salary Severance exceed two (2) times the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination DateAverage Compensation. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Section 5(a): If, during the Term, (i) With respect Executive resigns for Good Reason or (ii) the Bank terminates Executive’s employment other than for Cause or Disability (each, a “Qualifying Termination”), then, subject to Section 6 hereof: (1) the Bank shall pay to Executive in a lump sum in cash within thirty (30) days after the date of termination, the exact payment date to be determined by the Bank, Executive’s Base Salary through the date of termination to the TRSUsextent not theretofore paid (the “Accrued Salary”), in the event of the Participant’s Qualifying Termination (ii) any earned and unpaid Annual Bonus for any year prior to the vesting year in which the date of all tranches termination occurs, and (iii) any unreimbursed business expenses incurred by Executive on or before the date of the TRSUs termination; (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs 2) Executive shall be deemed vested in full and settled pursuant entitled to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, receive a pro rata portion of the PRSUs Annual Bonus for the year in which may be the date of termination occurs, equal to (i) the Annual Bonus, if any, that would have been earned under the Award will become earnedby Executive for such year if he had remained employed on such payment date, with the actual number of Earned PRSUs determined based on actual performance through under applicable financial metrics, multiplied by (ii) a fraction, the end numerator of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on is the number of days in worked by Executive during such final year and the Performance Period completed prior to denominator of which is 365 (the Termination Date“Final Year Pro Rata Bonus”), and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) Final Year Pro Rata Bonus shall be deemed vested paid a single lump sum cash payment at the time such bonus awards are normally paid for such plan year; (3) the Bank shall pay to Executive an amount equal to the sum of (x) Executive’s then-current Base Salary plus (y) the average of the Annual Bonuses earned by Executive for each of the three (3) calendar years immediately preceding the year in full and settled pursuant to Section 4(a), with which the date of termination occurs (the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]Non-CIC Severance Payment”), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs during the period beginning three months prior to to, and ending eighteen (18) months after the Determination Dateclosing of, a Change in Control (as defined in Exhibit A attached hereto), then the PRSUs Bank shall remain outstanding until pay to Executive an amount equal to one and five-tenths (1.5) times the Determination Datesum of (i) Executive’s then-current Base Salary plus (ii) the average of the Annual Bonuses earned by Executive for each of the three calendar years immediately preceding the year in which the date of termination occurs (the “CIC Severance Payment”). Subject to Sections 6 and 11 hereof, the number of Earned PRSUsNon-CIC Severance Payment or the CIC Severance Payment, if anyas applicable, shall be determined paid in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as a single lump sum in cash within sixty (60) days following the date of termination (except that the excess of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with CIC Severance Payment over the “Vesting Date” being non-CIC Severance Payment on the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event date of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirementbe paid within sixty (60) days following the date of the closing of the relevant Change in Control if the termination of employment occurs during the period beginning three months prior to and ending on the date of the Change in Control), but prior the exact payment date to be determined by the Bank. For the avoidance of doubt, Executive shall not be entitled to receive both the CIC Severance Payment and the Non-CIC Severance Payment; (4) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the Code (COBRA), then for eighteen (18) months following the date of termination (the “COBRA Reimbursement Period”), the Bank shall pay to Executive monthly payments (the “COBRA Payments”) of an amount equal to the last Vesting Date applicable excess of (a) the COBRA cost of such coverage over (b) the amount that Executive would have had to pay for such coverage if he had remained employed during the Earned OPRSUs under COBRA Reimbursement Period and paid the Award (i.e.active employee rate for such coverage, January 1, 20[ ]), all unvested Earned OPRSUs shall automatically less withholding for taxes and immediately vest as of the Termination Dateother similar items; provided, however, that (i) if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise, the Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; and (ii) the COBRA Reimbursement Period shall only run for the period during which Executive is eligible to elect health coverage under COBRA and timely elects such Qualifying Termination occurs prior coverage; (5) the Bank shall continue to pay (no less frequently than monthly) Executive’s long-term disability premiums and life insurance premiums for Executive for a period of twelve (12) months (the “Other Premium Payments”); and (6) to the Determination Dateextent not theretofore paid or provided, then the number Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of Earned OPRSUs, if any, the Bank and its affiliated companies (such other amounts and benefits shall be determined hereinafter referred to as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicableOther Benefits”).

Qualifying Termination. Notwithstanding If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 5(a):409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date; (B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of Consumer Electronics of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) With respect to at any time either before or during the TRSUs, in the event period of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs time you are receiving benefits under this subsection (i.e, prior to January 1st of the third calendar year following the Effective DateC), all unvested TRSUs to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall automatically be considered part of your COBRA coverage entitlement period, and immediately vest may, for tax purposes, be considered income to you; and (D) the “Accrued Obligations” (defined below) as of the Termination Date. In such caseFor avoidance of doubt, such number of TRSUs shall be deemed vested in full the payments and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which benefits that may be earned provided under the Award will become earned, with the actual number Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Datethese subsections, then the PRSUs shall remain outstanding until the Determination Date, the number no payments or benefits will otherwise be provided again under either one of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablethese subsections. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 5(a):409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date; (B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of Worldwide Cinema of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) With respect to at any time either before or during the TRSUs, in the event period of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs time you are receiving benefits under this subsection (i.e, prior to January 1st of the third calendar year following the Effective DateC), all unvested TRSUs to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall automatically be considered part of your COBRA coverage entitlement period, and immediately vest may, for tax purposes, be considered income to you; and (D) the “Accrued Obligations” (defined below) as of the Termination Date. In such caseFor avoidance of doubt, such number of TRSUs shall be deemed vested in full the payments and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which benefits that may be earned provided under the Award will become earned, with the actual number Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Datethese subsections, then the PRSUs shall remain outstanding until the Determination Date, the number no payments or benefits will otherwise be provided again under either one of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablethese subsections. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to a Qualifying Termination, then you will be eligible to receive the items set forth below subject to your timely compliance with Section 5(a):6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) With If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the TRSUs, in immediately preceding completed fiscal year (with such payment occurring at the event of same time that the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date.Earned Bonus”); (ii) With The Company shall pay you a pro rata portion of any bonus payable pursuant to Section 3(b) above in respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs fiscal year in which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination DateDate occurs, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be if any, pro-rated based on for the number of days in such fiscal year in which you were employed over the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs total calendar days in such fiscal year (and any associated PRSU Dividend Equivalent Amountwith such payment occurring at the same time that the bonus payment would be made if you had remained employed) shall be deemed vested in full and settled pursuant to Section 4(a), with (the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date.Pro Rata Bonus”); (iii) With respect Subject to Section 10 below, the PRSUs, Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for the last Vesting Date applicable to the Earned PRSUs under the Award Severance Period. The cash payments provided by this subpart (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amountiii) shall be deemed vested paid to you in full and settled pursuant to Section 4(a)substantially equal installments payable under regular payroll practices over the Severance Period, with the “Vesting provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date” being the Termination Date or the Determination Date, as applicable.; (iv) With respect The Company shall continue to pay the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a Company portion of the OPRSUs which may be earned and granted under premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Award will become earned and granted no later than immediately prior Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Participant’s Qualifying Termination, Severance Period in accordance with the actual number of Earned OPRSUs determined based on actual performance through Company’s regular payroll practices) the end same portion (if any) of the calendar quarter necessary premium that you were responsible to pay as of immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the before your Termination Date. The number of Earned OPRSUs calculated In all cases, the coverage (and/or reimbursement payments) provided in accordance this subpart shall immediately terminate if you are offered comparable coverage in connection with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date.your employment by another employer; and (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for For purposes of this sentenceAgreement, Qualifying Termination you may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall include Retirementdescribe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred), but prior . Such notice of your intention to resign for Good Reason must be provided to the last Vesting Date applicable Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Earned OPRSUs under Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Award (i.e.Good Reason event. If the Company does timely cure or remedy the Good Reason event, January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior then you may either resign your employment without Good Reason or you may continue to remain employed subject to the Determination Date, then the number terms of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Datethis Agreement. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting DateGood Reason” being the Termination Date or the Determination Date, as applicable.means:

Qualifying Termination. Notwithstanding Section 5(aIn the event of a Qualifying Termination, then subject to you (i) continuing to comply with your obligations under your Employee Confidential Information and Inventions Assignment Agreement and (ii) delivering to the Company (and not revoking) an effective, general release of claims in a form and manner acceptable to the Company (the “Release”) with such Release becoming effective (and non-revocable) no later than sixty (60) days following your termination of employment (collectively, the “CIIAA/Release Requirements”): (i1) With respect to any Tranche for which the TRSUs, in the event of the Participant’s applicable 60-Day Price Milestone has not been met prior to your Qualifying Termination prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall or would otherwise be deemed vested in full and settled met pursuant to Section 4(a)1(c)(i) above, with such Tranche will vest if such 60-Day Price Milestone is met during the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s 12-month period following your Qualifying Termination prior to or, if earlier, by the completion last day of the Performance Period (such measurement period, the “Qualifying Termination Period, a portion ”). The effective date of any such vesting will be the later of the PRSUs which may be earned under applicable Certification Date for such Tranche or the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end effective date of the month immediately preceding Release (such effective date of vesting, the “Qualifying Termination Vesting Date”). In order to give effect to the intent of this Section 1(c)(iii)(1), measured against if this Section 1(c)(iii)(1) is applicable, then such Tranche will remain outstanding and will not terminate until the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated following: (x) if such Tranche does not vest in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a1(c)(iii)(1), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as last day of the Qualifying Termination Date. Period; or (iiiy) With respect to if such Tranche does vest in accordance with this Section 1(c)(iii)(1), the PRSUs, in the event expiration of the Participant’s Qualifying Termination as of or after the completion term of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award Option (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b3 below). (2) With respect to any Tranche for which the applicable 60-Day Price Milestone has been achieved prior to a Qualifying Termination or would otherwise be deemed met pursuant to Section 1(c)(i) above, and all Earned PRSUs shall automatically and immediately but in either case, the applicable Earliest Vesting Date has not occurred, then (i) if you satisfy the CIIAA/Release Requirements, such Tranche (x) will vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event effective date of the Participant’s Qualifying Termination prior to Release and (y) will not terminate until the completion expiration of the Performance Period, a portion term of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs Option (as determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c3 below); or (ii) if you do not satisfy the CIIAA/Release Requirements and your Continuous Service terminates upon such Qualifying Termination, such portion will terminate automatically upon such Qualifying Termination. In order to give effect to the intent of this Section 1(c)(iii)(2), if this Section 1(c)(iii)(2) is applicable, then such portion will remain outstanding and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as will not terminate until the latest potential effective date of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicableRelease.

Qualifying Termination. Notwithstanding If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 5(a):409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date; (B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) With respect to at any time either before or during the TRSUs, in the event period of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs time you are receiving benefits under this subsection (i.e, prior to January 1st of the third calendar year following the Effective DateC), all unvested TRSUs to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall automatically be considered part of your COBRA coverage entitlement period, and immediately vest may, for tax purposes, be considered income to you; and (D) the “Accrued Obligations” (defined below) as of the Termination Date. In such caseFor avoidance of doubt, such number of TRSUs shall be deemed vested in full the payments and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which benefits that may be earned provided under the Award will become earned, with the actual number Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Datethese subsections, then the PRSUs shall remain outstanding until the Determination Date, the number no payments or benefits will otherwise be provided again under either one of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablethese subsections. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding If, during the Term, you are no longer serving as the Chief Executive Officer of the Company because either (1) the Company has terminated your employment as Chief Executive Officer without “Cause” (defined below), or (2) you resign as Chief Executive Officer for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to two hundred percent (200%) of your annual Base Salary as in effect on your “Qualifying Termination Date” (as defined below) (“Cash Severance”) with the first installment of Cash Severance (in an amount equal to three months of Base Salary) being paid on the 90th day after the Termination Date and with the remaining amount of Cash Severance being paid in equal monthly pro-rata installments commencing four months after the Termination Date such that the last installment is paid on the second anniversary of the Termination Date; (B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as Chief Executive Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Qualifying Termination Date and the denominator of which is 365 days. You shall also be eligible for a discretionary bonus (as determined by the Board or a compensation committee of the Board) for the portion of the year served through the Qualifying Termination Date. The pro-rated Performance Bonus and any such discretionary bonus described in this clause (d)(i)(B) (collectively, a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Qualifying Termination Date for eighteen (18) months after the Qualifying Termination Date provided that you are not an employee of the Company after the Qualifying Termination Date, or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). In addition, to the extent that you are no longer an employee of the Company after the Qualifying Termination Date, the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) of all other benefits being provided to you immediately prior to the Qualifying Termination Date (the “Other Benefits”), for eighteen (18) months after the Qualifying Termination Date. If you remain as an employee of the Company after a Qualifying Termination Date, the benefits provided by the Company to you under this Section 5(a): 3(d)(i)(C) shall begin to be payable to you from the Termination Date (as determined with reference to your employment with the Company which continued after the Qualifying Termination) and shall be paid until the earlier of (x) eighteen (18) months after such Termination Date; or (y) you become eligible to receive group health coverage from another employer. You agree (i) With respect at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the TRSUsCompany promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; (D) the portion of the “Options” (defined below), including any additional stock options and other equity compensation incentives granted to you during the Term (collectively, the “Equity Incentives”), that would have vested (assuming that your employment had continued and where vesting is based solely on continued employment) through the twenty-four (24) month period following the Qualifying Termination Date, shall automatically vest and become exercisable on the Qualifying Termination Date. In addition, in the event that any portion of the Participant’s Equity Incentives vest based on continued employment on an annual or “cliff” basis and the date of any such annual or cliff vesting is outside of the twenty-four (24) month forward vesting period mentioned in the preceding sentence (each, a “Cliff Vesting Award”), then the portion of the Cliff Vesting Award that, but for such Qualifying Termination, would have vested from the date of grant of the Cliff Vesting Award through the twenty-four (24) month period following such Qualifying Termination prior if the Cliff Vesting Award vested on a monthly basis over its vesting period rather than 100% at the end of the vesting period, shall automatically vest and become exercisable as of the Qualifying Termination Date. If and to the vesting of all tranches extent any portion of the TRSUs Equity Incentives are performance-based and/or are subject to any vesting conditions other than the passage of time (i.eincluding without limitation the “Performance Options”, prior defined below) (collectively, the “Performance Awards”), then such Equity Incentives shall vest and become exercisable based on the terms set forth in the applicable Performance Award Agreement, it being understood that the Company shall structure the Performance Awards to January 1st include the concept of twenty-four (24) month forward vesting with respect to time-based vesting requirements after the Qualifying Termination Date and a measurement of the third calendar year performance standard as of the Qualifying Termination Date, on a pro-rated basis with reference to the Qualifying Termination Date or in any other manner determined by the Company. The vested Equity Incentives as of the Qualifying Termination Date (including any Options that were subject to accelerated vesting pursuant to this clause (D)) shall be exercisable by you until the earliest to occur of (x) twelve (12) months following the Effective Datedate on which the Equity Incentives vest pursuant to the terms of this clause (D), all unvested TRSUs shall automatically ; (y) the scheduled expiration date of the Options or other equity incentives; or (z) the date on which the Options are canceled (and immediately vest not substituted or assumed) pursuant to a Change in Control (defined below) or merger or acquisition or similar transaction involving the Company; and (E) the “Accrued Obligations” (defined below) as of the Termination Date. In such caseFor avoidance of doubt, such number of TRSUs shall be deemed vested in full the payments and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which benefits that may be earned provided under the Award will become earned, with the actual number Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Datethese subsections, then the PRSUs shall remain outstanding until the Determination Date, the number no payments or benefits will otherwise be provided again under either one of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablethese subsections. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Section 5(a):In the event an Eligible Executive’s employment with the Company and, as applicable, each of its Affiliates, ends due to a Qualifying Termination, such Eligible Executive shall be entitled to receive the Accrued Amounts, and so long as such Eligible Executive satisfies the Release Requirement and abides by the terms of Sections 7, 8, 9, 10 and 11 below, such Eligible Executive shall also be entitled to receive: (i) With respect A lump sum severance payment to such Eligible Executive in an amount equal to the TRSUsSeverance Amount, in the event of the Participant’s Qualifying Termination payable on or prior to the vesting Company’s first regularly scheduled pay date that on or after the date that is 60 days after such Eligible Executive’s Date of all tranches Termination; (ii) The Prior Year Annual Bonus, if applicable, payable in a lump sum at the time annual bonuses for such prior fiscal year are paid to executives of the TRSUs Company, but in no event later than the Applicable March 15; (i.eiii) A Pro-Rata Annual Bonus for the fiscal year of the Company in which the Date of Termination occurs, payable in a lump sum at the time annual bonuses for such fiscal year are paid to executives of the Company, but in no event later than the Applicable March 15; and (iv) If such Eligible Executive timely and properly elects to continue coverage for such Eligible Executive and such Eligible Executive’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to COBRA, similar in the amounts and types of coverage provided under the Company’s group health plans to such Eligible Executive prior to January 1st such Eligible Executive’s Date of Termination, then during the COBRA Continuation Period (as defined below), the Company shall provide a subsidy, which subsidy shall be paid directly to the applicable COBRA administrator, on a monthly basis for the difference between the amount such Eligible Executive pays to effect and continue such coverage and the employee contribution amount that active executive employees of the third Company pay for the same or similar coverage under such group health plans (the “COBRA Benefit”). Notwithstanding anything in the preceding provisions of this Section 5(a)(iv) to the contrary, (A) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage will remain such Eligible Executive’s sole responsibility, and the Company will assume no obligation for payment of any such premiums relating to such COBRA continuation coverage and (B) if the provision of the benefit described in this Section 5(a)(iv) cannot be provided in the manner described above without penalty, tax, or other adverse impact on the Company, then the Company and such Eligible Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to such Eligible Executive without such adverse impact on the Company. If such Eligible Executive has not become eligible to be covered under a group health plan sponsored by another employer by the earlier of end of the COBRA Continuation Period or December 1 of the calendar year following the Effective calendar year in which such Eligible Executive’s Date of Termination occurs (such earlier date being the “COBRA Payment Trigger Date”), all unvested TRSUs shall automatically and immediately vest as then, on the Company’s first regularly scheduled pay date following the COBRA Payment Trigger Date (but in no event later than December 31 of the calendar year following the calendar year in which the such Eligible Executive’s Date of Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(aoccurs), with the “Vesting Date” meaning Company shall pay to Executive a lump sum cash payment equal to (A) the Termination Date. (ii) With respect difference between the amount such Eligible Executive paid to effect and continue coverage for such Eligible Executive and his or her spouse and eligible dependents and the PRSUs, in the event employee contribution amount that active executive employees of the Participant’s Qualifying Termination prior to Company pay for the completion of the Performance Period, a portion of the PRSUs which may be earned same or similar coverage under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUsgroup health plans, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of under the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with Company’s group health plan for the “Vesting Date” being complete calendar month next preceding the Termination Date or the Determination COBRA Payment Trigger Date, as applicable. multiplied by (ivB) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days complete calendar months remaining in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination DateEligible Executive’s Applicable Period. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Section 5(a):If, during the Term, Executive’s employment is terminated as a result of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution Period”), Executive shall be entitled to receive the following: (a) a lump sum payment equal to two (2) times Executive's Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for the fiscal year in which the Qualifying Termination occurs, which shall be paid within sixty (60) days following such termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) With respect to the TRSUs, in the event eighteen (18) month anniversary of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. Termination; (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, date on which Executive becomes eligible for health care coverage from a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, subsequent employer; and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if Flagstar’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the PRSUsAffordable Care Act or any successor law (the “ACA”), or result in the event imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the Parties agree to reform this Section 2.1(c) in a manner as is necessary to comply with the ACA; and (c) notwithstanding the terms of the Participant’s Qualifying Termination as of or after Company 2016 Stock Award and Incentive Plan (the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]“2016 Plan”), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination DateCompany 2006 Equity Incentive Plan, as applicable. (iv) With respect to the OPRSUsamended, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and or any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ])award documents, all of Executive’s then-outstanding unvested Earned OPRSUs stock shall automatically become fully vested and immediately vest as exercisable for the remainder of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in their full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicableterm.

Qualifying Termination. Notwithstanding If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 5(a):409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date; (B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as Chief Financial Officer and Chief Operating Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) With respect to at any time either before or during the TRSUs, in the event period of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs time you are receiving benefits under this subsection (i.e, prior to January 1st of the third calendar year following the Effective DateC), all unvested TRSUs to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall automatically and immediately vest be considered part of your COBRA coverage entitlement period; and (D) the “Accrued Obligations” (defined below) as of the Termination Date. In such caseFor avoidance of doubt, such number of TRSUs shall be deemed vested in full the payments and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which benefits that may be earned provided under the Award will become earned, with the actual number Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Datethese subsections, then the PRSUs shall remain outstanding until the Determination Date, the number no payments or benefits will otherwise be provided again under either one of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablethese subsections. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Section 5(a):If Executive’s Termination Date occurs prior to December 31, 2015 by reason of a Qualifying Termination and if the Release Requirements (as defined Paragraph 4(d)) are satisfied as of the sixtieth (60th) day following the Termination Date (which sixtieth (60th) day shall be referred to as the “Payment Date”), then, in addition to the payments and benefits to which Executive is entitled under Paragraph 4(a), Executive will be entitled to the following payments and benefits: (i) With respect Company shall pay Executive a cash severance payment in a gross amount equal to the TRSUs, in the event six (6) months of the ParticipantExecutive’s Qualifying Termination prior to the vesting of all tranches of the TRSUs Base Salary (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest determined as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with ) (the “Vesting Date” meaning Severance Payment”). Any Severance Payment to which Executive is entitled under this Paragraph 4(b)(i) will commence on the Termination Datefirst regular payroll date after the Payment Date and shall continue to be paid in substantially equal payroll by payroll period installments for a period of six (6) months thereafter. (ii) With respect If Executive is entitled to and elects continuation coverage under Company’s group health plans pursuant to “COBRA” (“COBRA Coverage”), Company shall continue to pay on behalf of Executive and his eligible dependents the same level of employer contribution that is provided by Company for corresponding coverage for similarly-situated active employees for the lesser of (1) six (6) months following Executive’s Termination Date or (2) the date on which COBRA Coverage terminates by its terms (the “Post-Termination Coverage Benefit”). Company shall have no obligations under this Paragraph 4(b)(ii) if the Post-Termination Coverage Benefit would subject Company or any of its affiliates to tax penalties or materially increase the cost to Company and its affiliates of providing group EXECUTIVE EMPLOYMENT AGREEMENT medical coverage to employees generally. For the period commencing on Executive’s Termination Date and ending on the Payment Date, the COBRA Coverage shall be provided at Executive’s expense and, if the Release Requirements are satisfied on the Payment Date, Executive shall be entitled to a lump sum payment in an amount equal to the PRSUs, in Post-Termination Coverage Benefit that would have been provided to Executive for the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based period beginning on actual performance through the end of the month immediately preceding the Termination Date and ending on the Payment Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will lump sum payment shall be pro-rated based made on the number of days in Payment Date or the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Datenext scheduled payroll date. (iii) With respect Company shall pay Executive a cash payment equal to the PRSUs, in the event 5/12 of the Participant’s Qualifying Termination as of or after the completion amount of the Performance Period, but prior to Annual Bonus that Executive would have received for the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of bonus year in which the Termination Date; providedDate occurs had his Termination Date not occurred, howeverbased on actual Company performance, that if such Qualifying Termination occurs prior payable at the same time as the annual bonus is paid to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined similarly-situated active named executive officer employees in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as the terms of the Determination Dateapplicable bonus plan of Company. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with If the “Vesting Date” being Release Requirements are not satisfied on the Termination Date or the Determination Payment Date, as applicableExecutive shall not be entitled to any payments or benefits under this Paragraph 4(b). (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Section 5(a):If, during the Term, Executive’s employment is terminated as a result of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive’s timely execution and delivery (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution Period”), Executive shall be entitled to receive the following: a. a lump sum payment equal to two (2) times Executive’s Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for the fiscal year in which the Qualifying Termination occurs, which shall be paid within sixty (60) days following such termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January of the second taxable year; b. if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) With respect to the TRSUs, in the event eighteen (18) month anniversary of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. Termination; (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, date on which Executive becomes eligible for health care coverage from a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, subsequent employer; and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if Flagstar’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the PRSUsAffordable Care Act or any successor law (the “ACA”), or result in the event imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the Parties agree to reform this Section 2.1(c) in a manner as is necessary to comply with the ACA; and c. notwithstanding the terms of the Participant’s Qualifying Termination as of or after Company 2016 Stock Award and Incentive Plan (the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]“2016 Plan”), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination DateCompany 2006 Equity Incentive Plan, as applicable. (iv) With respect to the OPRSUsamended, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and or any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ])award documents, all of Executive’s then-outstanding unvested Earned OPRSUs stock shall automatically become fully vested and immediately vest as exercisable for the remainder of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in their full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicableterm.

Qualifying Termination. Notwithstanding Section 5(aIf (1) the Company terminates the Executive’s employment for any reason other than for Cause, Disability or death or (2) the Executive terminates employment for Good Reason (each, a “Qualifying Termination”), in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the 2018 Equity Incentive Plan of Columbia Banking System, Inc. and including, for the avoidance of doubt, the Merger): (i) With respect the Company shall pay to the TRSUsExecutive in a lump sum in cash within 30 days after the Date of Termination the aggregate of (1) the Executive’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination, in (2) the event Executive’s business expenses that have not been reimbursed by the Company as of the Participant’s Qualifying Date of Termination that were incurred by the Executive prior to the vesting Date of all tranches Termination in accordance with the applicable Company policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest Termination occurs if such bonus has been determined but not paid as of the Date of Termination Date. In such case, such number (the sum of TRSUs the amounts described in clauses (1) through (3) shall be deemed vested in full and settled pursuant hereinafter referred to Section 4(a), with as the “Vesting Date” meaning the Termination Date.Accrued Obligations”); (ii) With respect subject to Section 4(e), the Company shall pay to the PRSUs, Executive a cash severance benefit in an amount equal to two times the event of Executive’s Annual Base Salary (the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date“Severance Benefits”). The number of Earned PRSUs calculated Company shall pay the Severance Benefits in substantially equal installments in accordance with this the Company’s normal payroll policies over the two-year period following the Date of Termination; provided that the first payment shall be made on the 60th day following the Date of Termination and shall include all installments otherwise payable within such 60-day period; (iii) subject to Section 4(e), the Company shall pay to the Executive in a lump sum in cash a pro rata portion of any Annual Bonus earned for the year in which become vested will be pro-rated the Date of Termination occurs (with proration determined based on the number of days months in the Performance Period completed prior fiscal year in which the Executive is employed with the Company). The Company shall pay the prorated Annual Bonus at the same time as the Company pays annual bonuses to active employees (and no later than March 15 of the year following the fiscal year to which the Annual Bonus relates); (iv) subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Termination Date, and such proExecutive shall vest as follows: (1) a pro rata portion of any long-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) term incentive award that is not subject to performance-based vesting conditions shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Date of Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be (with proration determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days months in the Performance Period completed prior to applicable vesting period in which the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), Executive is employed with the “Vesting Date” being the Termination Date. All other rights Company) and (2) a pro rata portion of any long-term incentive award that is subject to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts performance-based vesting conditions shall be forfeited automatically and without further action vest as of the Termination Date.regularly scheduled vesting date based on actual performance (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company), and, in each case, any payment or delivery shall be made in respect of such awards within 60 days following vesting subject to compliance with Section 409A of the Code. For illustrative purposes only, if the Executive holds 96 restricted shares that are scheduled to vest over a four-year period (the “Illustrative Vesting Period”) and that are not subject to performance vesting, and the Executive’s employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (32 restricted shares) will vest upon the Executive’s termination (regardless of the vesting schedule set forth in the award and without duplication of any previous vesting) subject to Section 4(e) and the remaining 64 restricted shares will be forfeited; (v) With respect subject to Section 4(e), for the 24-month period immediately following the Date of Termination, the Company shall continue the health and welfare benefits provided to the OPRSUsExecutive and his dependents at the levels provided to active employees; provided that, if the Company determines that such continuation is not feasible without the payment of taxes or penalties or is not permissible under applicable law, the Company and the Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the event cost to the Company (collectively, the “Welfare Benefits”); and (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Participant’s Qualifying Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as of or after the completion of “Other Benefits”). As used in this Agreement, the Performance Period (but for purposes of this sentence, Qualifying Termination term “affiliated companies” shall include Retirement)any company controlled by, but prior to the last Vesting Date applicable to the Earned OPRSUs controlling or under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), common control with the “Vesting Date” being the Termination Date or the Determination Date, as applicableCompany.

Qualifying Termination. Notwithstanding In addition, if Executive experiences a Qualifying Termination then, subject to Section 5(a):2(e) hereof and Executive’s continued compliance with his obligations under Sections 4 - 7 hereof, Executive shall be entitled to receive: (i) With respect an amount in cash equal to the TRSUsBase Salary, disregarding any reduction in salary giving rise to Good Reason, payable in substantially equal installments in accordance with the event Company’s normal payroll procedures (but not less frequently than monthly) over the 15-month period following the Date of Termination (the “Salary Severance”); provided, that such Salary Severance payments shall commence on the first payroll date following the effective date of the Participant’s Qualifying Termination Release, and amounts otherwise payable prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs first payroll date shall be deemed vested in full and settled pursuant to Section 4(a), with paid on the “Vesting Date” meaning the Termination Date.first payroll date without interest thereon; (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a pro-rata portion of Executive’s Annual Bonus for the PRSUs calendar year in which may be earned under the Award will become earnedDate of Termination occurs, with had Executive remained employed through the actual number of Earned PRSUs determined payment date and based on actual the achievement of any applicable performance through the end of the month immediately preceding the Termination Dategoals or objectives, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days during such calendar year that Executive was employed by the Company, payable in a single cash lump sum on the Performance Period completed prior date on which annual bonuses are paid to the Termination DateCompany’s senior executives generally for such calendar year, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as but no later than March 15 of the calendar year following the calendar year in which the Date of Termination Date.occurs; (iii) With respect subject to Executive’s valid and timely election to continue healthcare coverage under Code Section 4980B and the regulations thereunder, the Company shall pay Executive after such termination of employment, on a monthly basis, an amount equal to the PRSUs, in the event monthly amount of the ParticipantCOBRA continuation coverage premium for such month, at the same level and cost to Executive as immediately preceding the Date of Termination, under the Company group health plan in which Executive participated immediately preceding the Date of Termination, less the amount of Executive’s Qualifying Termination portion of such monthly premium as in effect immediately preceding the Date of or Termination, until the earlier of (A) 18 months after the completion Date of Termination; and (B) the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically date on which Executive and immediately vest as of the Termination Datehis family have obtained other substantially similar healthcare coverage; provided, however, that if (x) any plan pursuant to which such Qualifying Termination occurs benefits are provided is not, or ceases prior to the Determination Dateexpiration of the period of continuation coverage to be, then exempt from the PRSUs shall remain outstanding until the Determination Date, the number application of Earned PRSUs, if any, shall be determined in accordance with Code Section 2(b409A under Treasury Regulation Section 1.409A-1(a)(5), and all Earned PRSUs shall automatically and immediately vest as of or (y) the Determination Date. In such caseCompany is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), with then, in either case, each remaining premium payment under this this sentence shall thereafter be paid to Executive in substantially equal monthly installments over the “Vesting Date” being the Termination Date period specified in subsections (A) and (B) (or the Determination Date, as applicable.remaining portion thereof); (iv) With except as otherwise explicitly set forth in an individual award agreement evidencing a Time-Based Equity Award, each outstanding Time-Based Equity Award held by Executive as of the Date of Termination shall vest and, as applicable, become exercisable with respect to the OPRSUs, number of shares underlying the Time-Based Equity Award that would otherwise have vested had Executive remained in continuous employment with the event Company through the 15-month anniversary of the Participant’s Qualifying Termination prior Date of Termination, and assuming that the vesting schedule applicable to such Time-Based Equity Award is in substantially equal monthly installments through the completion vesting period. Each outstanding Equity Award held by Executive as of the Performance Period, Date of Termination that is not a portion of the OPRSUs which may Time-Based Equity Award shall be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated treated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, terms and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as conditions of the Termination Date.applicable award agreement and the Plan; and (v) With respect any outstanding stock options covering the Class A common stock of HoldCo held by Executive on the Date of Termination, to the OPRSUs, in the event of the Participant’s Qualifying Termination extent vested as of or after in connection with the completion Qualifying Termination, shall remain exercisable until the three-year anniversary of the Performance Period (but for purposes Date of this sentence, Qualifying Termination shall include Retirement)Termination, but prior to in no event beyond the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as outside expiration date of the Termination Date; provided, however, that if each such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablestock option.

Qualifying Termination. Notwithstanding Section 5(a):In the event of a Qualifying Termination, the Executive shall receive the following benefits: (i) With respect Payment of all Accrued Obligations in a lump sum on the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation or incentive compensation shall be determined and paid in accordance with the terms of the relevant plan as applicable to the TRSUs, in the event of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination DateExecutive. (ii) With respect Payment in a lump sum on the Date of Termination of a pro rata cash bonus for the year in which the Date of Termination occurs, determined and paid in accordance with the terms of the then current annual bonus plan applicable to the PRSUsExecutive; provided, in however, that such pro rata amount shall not be less than the event pro rata amount determined using the greater of (A) the full year’s bonus to which Executive would have been entitled based on the Corporation’s performance for the year, or (B) the greater of the ParticipantExecutive’s Qualifying Termination target bonus (x) for such year under such plan or (y) for the year in which the Effective Date of this Agreement occurs based on the annual bonus plan as in effect and applicable to Executive immediately prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Effective Date. (iii) With respect Payment in a lump sum on the Date of Termination of a salary replacement amount equal to the PRSUs, in the event three hundred percent (300%) of the Participant’s Qualifying Termination Annual Base Salary required to be paid to Executive pursuant to Paragraph 3(a) above, or if greater, the rate of Annual Base Salary as of or after the completion of the Performance Period, but in effect immediately prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicableTermination. (iv) With respect Payment in a lump sum on the Date of Termination of a bonus replacement amount equal to three hundred percent (300%) of the highest of the annual bonus paid or payable to the OPRSUsExecutive for the three (3) years preceding the year in which the Date of Termination occurs or, if greater, the greater of (A) Executive’s target bonus for year in which the event Date of Termination occurs or (B) Executive’s target bonus for the year in which the Effective Date occurs under the terms of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than annual bonus plan in effect immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Effective Date. (v) With respect Payment in a lump sum on the Date of Termination of a long-term incentive compensation bonus replacement amount equal to three hundred percent (300%) of the highest of the long-term incentive compensation bonus paid or payable to the OPRSUsExecutive during the three (3) years preceding the year in which the Date of Termination occurs or, if greater, the highest of the Executive’s target long-term incentive compensation award opportunity for any award cycle ending during or after the year in which the Effective Date occurs. (vi) Payment in a lump sum on the Date of Termination of a retirement replacement amount equal to 300% of the sum of the Retirement Savings Plan and Executive Benefit Plan contributions made or credited by the Corporation for the benefit of the Executive for the plan year of each such plan during which the Date of Termination occurs or, if greater, for the plan year of each such plan (or any successor or replacement plan) immediately preceding the plan year in which the Effective Date occurs. (vii) Continuation, for a period of three (3) years after the Date of Termination, of the following employee benefits on terms at least as favorable to the Executive as those which would have been provided if the Executive’s employment had continued for that time pursuant to this Agreement, with the cost of such benefits to be paid by the Corporation: medical and dental benefits, life and disability insurance, and executive physical examinations (“Corporation-Paid Coverage”). Corporation-Paid Coverage shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. Notwithstanding the foregoing, if the Executive is a “specified employee” (as described in Section 7 below) on the date of the Executive’s “separation from service” (as described in Section 7 below), continued coverage under the disability and life insurance plans shall be solely at the expense of the Executive for the period beginning on the date of the Executive’s separation and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her separation (or, in the event of his or her death, at such earlier time as provided in Section 7 below), the Participant’s Qualifying Termination as Corporation shall reimburse the Executive for the Corporation-Paid Coverage under the disability and life insurance plans portion of or after such expense in a lump sum cash payment. Thereafter, Corporation-Paid Coverage under the completion disability and life insurance plans shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the Performance Period applicable insurance policy or administrative services agreement. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost; the Corporation may provide a lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes, payable on the Date of Termination. This payment will be tied to the cost of an individual insurance policy if it were assumed to be available. Upon the expiration of the coverage provided under this paragraph (but vii), the Executive and Executive’s dependents will be entitled to elect Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) continuation coverage on the same basis as would be extended with respect to an employee whose employment terminated at the time of such expiration and for purposes of this sentenceTitle X of COBRA, Qualifying the date of the “qualifying event” for the Executive and Executive’s dependents shall be the date upon which the Corporation-Paid Coverage terminates. (viii) Outplacement services, at the expense of the Corporation, from a provider reasonably selected by the Executive; provided however, to the extent the outplacement services are taxable under the Internal Revenue Code, the expenses must be incurred before the last day of the second year following separation from service and the reimbursement must be made before the last day of the third year following separation from service. (ix) Tax preparation services for the Executive’s taxable year in which the Date of Termination shall include Retirement)occurs, but provided at the expense of the Corporation, on the same basis as provided to Executive immediately prior to the last Vesting Date applicable Effective Date; provided however, to the Earned OPRSUs extent the tax preparation services are taxable under the Award (i.e.Internal Revenue Code, January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as the expenses must be incurred before the last day of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to second year following separation from service and the Determination Date, then reimbursement must be made before the number of Earned OPRSUs, if any, shall be determined as last day of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablethird year following separation from service.

Qualifying Termination. Notwithstanding Section 5(a): Should you incur a Qualifying Termination (ias defined below) With respect you will be eligible for the following payments and benefits, provided that you remain in compliance with your obligations under the terms of this agreement, including, but not limited to the TRSUsprovisions regarding non-competition, non-solicitation, and non-disparagement, and the Release (as defined below). Should you fail to comply with your obligations under this Agreement or the Release, the Company may, in addition to any other available remedies, cease making any payment or benefit provided for herein. SEPARATION PAYMENT: A separation payment, before applicable deductions, equal to one (1) times the sum of your base salary as in effect as of your termination of employment, plus in the event of a Qualifying Termination under subparagraphs (3) or (4) as set forth in the definition below of Qualifying Termination, an amount equal to the average annual cash bonuses received by you during the three year period ending prior to the year in which the Change in Control occurs (the "Separation Payment"). If you have executed and returned the Release described below within thirty days after the date of your Qualifying Termination, the Separation Payment shall be paid as follows: 50% of the Separation Payment shall be paid to you within ten business days of your execution of the Release, with the remaining 50% to be paid in equal installments, without interest, commencing on the Company's second regularly scheduled payroll following your execution of the Release and ending with the Company's regularly scheduled payroll one year later (the "Separation Pay Period"), provided that if the ten business day period would end in a later calendar year than the date of the Qualifying Termination, no part of the Separation Payment shall be paid until the first business day of the subsequent calendar year. In the event of a change in payroll practice during the Separation Pay Period, the Company may adjust the amounts of such installments as necessary to ensure that the total amount paid is equal to the Separation Payment, as defined above. Notwithstanding the foregoing, in the event of the Participant’s a Qualifying Termination prior to within one year following a Change in Control, the vesting of all tranches Separation Payment shall be paid in a single lump sum within ten (10) business days following the effective date of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with again provided that if the actual number of Earned OPRSUs determined based on actual performance through ten business day period would end in a later calendar year than the end date of the calendar quarter immediately preceding the Termination DateQualifying Termination, measured against the Performance Component based on actual performance through the end no part of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) Separation Payment shall be deemed vested in full and settled pursuant to Section 4(a), with paid during the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Dateearlier calendar year. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Subject to Section 5(a): 3(b) below and your continued compliance with the Confidentiality Agreement (as defined below), if your employment is terminated due to a Qualifying Termination, then, the Company will provide you with: (i) With respect payment of any Base Salary that is earned, due and payable to you up to and including the last day of employment; (ii) payment of any Performance Bonus that was earned, but not yet paid, on the date of termination; (iii) an amount equal to 12 months of your Base Salary then in effect (the “Severance”), payable in substantially equal installments in accordance with the Company’s normal payroll practices over the 12-month period following the termination of your employment (the “Severance Period”), with such installments commencing on the first regular payroll date following the effective date of the Release (as defined below), and amounts otherwise payable prior to such first payroll date shall be paid on such date without interest thereon; (iv) subject to insurer approval and any required exclusions, continued participation under the Company benefits plans for the minimum period required pursuant to applicable employment or labour standards legislation; (v) the minimum amount of vacation pay as may then be required to be paid to your pursuant to applicable employment or labour standards legislation; (vi) all outstanding Time Vesting Awards (as defined below) shall, to the TRSUsextent then-unvested, in the event of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs vest (i.eand, prior to January 1st of the third calendar year following the Effective Date)as applicable, all unvested TRSUs shall automatically and immediately vest become exercisable) on an accelerated basis as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), Date with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through shares underlying the end of award that would have vested had you remained in continuous employment during the 24-month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of period following the Termination Date; provided, however, that, with respect to any Time Vesting Award that if vests on a quarterly basis, the number of Parent shares that become vested in accordance with the foregoing shall be calculated assuming that the vesting schedule for such award is monthly (rather than quarterly) over the vesting period from the applicable vesting commencement date. Notwithstanding the foregoing, in the event that such Qualifying Termination occurs prior during the 24-month period following the date on which a Change in Control is consummated, all of your then-outstanding Time Vesting Awards shall, to the Determination Dateextent then-unvested, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs become fully vested (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Dateand, as applicable. (iv, exercisable) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest an accelerated basis as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior and (vii) to the Determination Dateextent that the compensation and benefits set out above do not fully satisfy your entitlements under the applicable employment or labour standards legislation, payment and provision of any additional compensation and benefits that are then required to be paid or provided to the number of Earned OPRSUsyou to satisfy your minimum entitlements under the applicable employment or labour standards legislation. For absolute clarity, if any, shall be determined as of in no case will you receive less than the Determination Date in accordance with Section 2(c), minimum payments and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.benefits that are then

Qualifying Termination. Notwithstanding Subject to Section 5(a):4(a)(ii), if during the Term there is a Qualifying Termination, then you shall be eligible to receive each of the following: (iA) With respect cash severance payments (“Cash Severance”) in an aggregate amount equal to the TRSUsone hundred percent (100%) of your annual Base Salary as in effect on your Termination Date being paid, subject to Section 14 below, in the event of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), eleven monthly pro-rata installments with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event first installment of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based Cash Severance being paid on the number of days in 60th day after your Separation from Service from the Performance Period completed prior to the Termination Date, Company and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to installment being paid on the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as first anniversary of the Termination Date; provided, however, that if such Qualifying Termination occurs prior and (B) to the Determination extent permitted by applicable laws without incurring statutory penalties, the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for twelve (12) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, then whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) at any time either before or during the PRSUs shall remain outstanding until period of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the Determination Date, Company promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of Earned PRSUsyour designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as considered part of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.your COBRA coverage entitlement period; and (ivC) With respect any equity compensation awards (including the Options (if granted)) previously granted to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a you (but excluding any portion of any performance awards which are/were forfeited due to failure to achieve the OPRSUs requisite performance objectives) which may be earned are outstanding and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action unvested as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination Date shall become incrementally vested and exercisable on an accelerated basis as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the your Termination Date or the Determination Date, as applicableoccurred one year later.

Qualifying Termination. Notwithstanding Section 5(a):In the event of a Qualifying Termination, the Executive shall receive the following benefits: (i) With respect to the TRSUs, in the event of the Participant’s Qualifying Termination prior to the vesting Payment of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested Accrued Obligations in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based lump sum on the number Date of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination DateTermination; provided, however, that if any portion of the Accrued Obligations which consists of bonus, deferred compensation or incentive compensation shall be determined and paid in accordance with the terms of the relevant plan as applicable to the Executive. (ii) Payment in a lump sum on the Date of Termination of a pro rata cash bonus for the year in which the Date of Termination occurs, determined and paid in accordance with the terms of the then current annual bonus plan applicable to the Executive; provided, however, that such Qualifying Termination pro rata amount shall not be less than the pro rata amount determined using the greater of (A) the full year’s bonus to which Executive would have been entitled based on the Corporation’s performance for the year, or (B) the greater of the Executive’s target bonus (x) for such year under such plan or (y) for the year in which the Effective Date of this Agreement occurs based on the annual bonus plan as in effect and applicable to Executive immediately prior to the Determination Effective Date. 5 (iii) Payment in a lump sum on the Date of Termination of a salary replacement amount equal to three hundred percent (300%) of the Annual Base Salary required to be paid to Executive pursuant to Paragraph 3(a) above, then the PRSUs shall remain outstanding until the Determination Dateor if greater, the number rate of Earned PRSUs, if any, shall be determined Annual Base Salary as in accordance with Section 2(b), and all Earned PRSUs shall automatically and effect immediately vest as prior to the Date of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicableTermination. (iv) With respect Payment in a lump sum on the Date of Termination of a bonus replacement amount equal to three hundred percent (300%) of the highest of the annual bonus paid or payable to the OPRSUsExecutive for the three (3) years preceding the year in which the Date of Termination occurs or, if greater, the greater of (A) Executive’s target bonus for year in which the event Date of Termination occurs or (B) Executive’s target bonus for the year in which the Effective Date occurs under the terms of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than annual bonus plan in effect immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Effective Date. (v) With respect Payment in a lump sum on the Date of Termination of a long-term incentive compensation bonus replacement amount equal to three hundred percent (300%) of the highest of the long-term incentive compensation bonus paid or payable to the OPRSUsExecutive during the three (3) years preceding the year in which the Date of Termination occurs or, if greater, the highest of the Executive’s target long-term incentive compensation award opportunity for any award cycle ending during or after the year in which the Effective Date occurs. (vi) Payment in a lump sum on the Date of Termination of a retirement replacement amount equal to 300% of the sum of the Retirement Savings Plan and Executive Benefit Plan contributions made or credited by the Corporation for the benefit of the Executive for the plan year of each such plan during which the Date of Termination occurs or, if greater, for the plan year of each such plan (or any successor or replacement plan) immediately preceding the plan year in which the Effective Date occurs. (vii) Continuation, for a period of three (3) years after the Date of Termination, of the following employee benefits on terms at least as favorable to the Executive as those which would have been provided if the Executive’s employment had continued for that time pursuant to this Agreement, with the cost of such benefits to be paid by the Corporation: medical and dental benefits, life and disability insurance, and executive physical examinations (“Corporation-Paid Coverage”). Corporation-Paid Coverage shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. Notwithstanding the foregoing, if the Executive is a “specified employee” (as described in Section 7 below) on the date of the Executive’s “separation from service” (as described in Section 7 below), continued coverage under the disability and life insurance plans shall be solely at the expense of the Executive for the period beginning on the date of the Executive’s separation and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her separation (or, in the event of his or her death, at such earlier time as provided in Section 7 below), the Participant’s Qualifying Termination as Corporation shall reimburse the Executive for the Corporation-Paid Coverage under the disability and life insurance plans portion of or after such expense in a lump sum cash payment. Thereafter, Corporation-Paid Coverage under the completion disability and life insurance plans shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the Performance Period applicable insurance policy or administrative services agreement. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost; the Corporation may provide a lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes, payable on the Date of Termination. This payment will be tied to the cost of an individual insurance policy if it were assumed to be available. Upon the expiration of the coverage provided under this paragraph (but vii), the Executive and Executive’s dependents will be entitled to elect Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) continuation coverage on the same basis as would be extended with respect to an employee whose employment terminated at the time of such expiration and for purposes of this sentenceTitle X of COBRA, Qualifying the date of the “qualifying event” for the Executive and Executive’s dependents shall be the date upon which the Corporation-Paid Coverage terminates. 6 (viii) Outplacement services, at the expense of the Corporation, from a provider reasonably selected by the Executive; provided however, to the extent the outplacement services are taxable under the Internal Revenue Code, the expenses must be incurred before the last day of the second year following separation from service and the reimbursement must be made before the last day of the third year following separation from service. (ix) Tax preparation services for the Executive’s taxable year in which the Date of Termination shall include Retirement)occurs, but provided at the expense of the Corporation, on the same basis as provided to Executive immediately prior to the last Vesting Date applicable Effective Date; provided however, to the Earned OPRSUs extent the tax preparation services are taxable under the Award (i.e.Internal Revenue Code, January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as the expenses must be incurred before the last day of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to second year following separation from service and the Determination Date, then reimbursement must be made before the number of Earned OPRSUs, if any, shall be determined as last day of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablethird year following separation from service.

Qualifying Termination. Notwithstanding Section 5(a):the foregoing: (i) With respect to the TRSUs, in the event of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance PeriodPeriod applicable to an Award (and any associated Dividend Equivalent Amount), a portion of the PRSUs RSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs earned RSUs determined as follows: (A) with respect to Tranches 1 and 2, based on actual performance through the end of the month immediately preceding the Termination Date, most recently completed fiscal quarter measured against the Performance Component Components as pro-rated based on the number of fiscal quarters completed prior to the Termination Date relative to the total number of fiscal quarters in the Performance Period; and (B) with respect to Tranche 3, based on actual performance through the end of Termination Date measured against the month immediately preceding Performance Components based on actual performance through the Termination Date. ; provided, that any performance criteria based on the achievement of company-wide strategic objectives or satisfaction of individual performance criteria shall be deemed achieved or satisfied at target level (as applicable); and (ii) The number of Earned PRSUs earned RSUs calculated in accordance with this Section 3(b)(i) which become vested (and any associated Dividend Equivalent Amount) will be pro-rated based on the number of days in the applicable Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) earned RSUs under the Award shall be deemed vested in full and settled pursuant to Section 4(a2(d), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of meaning the Termination Date. (iii) With respect to the PRSUs, in In the event of the Participant’s Qualifying Termination as of or after the completion of the Performance PeriodPeriod applicable to an Award, but prior to the last Vesting Date applicable to the Earned PRSUs earned RSUs granted under the Award (i.e., prior to January 1, 20[ ])such Award, all unvested Earned PRSUs such earned RSUs shall automatically and immediately vest become vested as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such the number of Earned PRSUs earned RSUs (and any associated PRSU Dividend Equivalent Amount) under the Award shall be deemed vested in full and settled pursuant to Section 4(a2(d), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of meaning the Termination Date. (viv) With The levels of achievement with respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the any Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, Components shall be determined adjusted from time to time by the Committee as it deems equitable and necessary in light of acquisitions, dispositions and other transactions or extraordinary or one time events that impact the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicableCompany’s operations.

Qualifying Termination. Notwithstanding Subject to Section 5(a):4(a)(ii), if during the Term there is a Qualifying Termination, then you shall be eligible to receive each of the following: (iA) With respect cash severance payments (“Cash Severance”) in an aggregate amount equal to the TRSUsfifty percent (50%) of your annual Base Salary as in effect on your Termination Date being paid, subject to Section 14 below, in the event of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), five monthly pro-rata installments with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event first installment of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based Cash Severance being paid on the number of days in 60th day after your Separation from Service from the Performance Period completed prior to the Termination Date, Company and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to installment being paid on the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as six month anniversary of the Termination Date; provided, however, that if such Qualifying Termination occurs prior and (B) to the Determination extent permitted by applicable laws without incurring statutory penalties, the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for six (6) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, then whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) at any time either before or during the PRSUs shall remain outstanding until period of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the Determination Date, Company promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of Earned PRSUsyour designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as considered part of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.your COBRA coverage entitlement period; and (ivC) With respect any equity compensation awards (including the Option (if granted)) previously granted to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a you (but excluding any portion of any performance awards which are/were forfeited due to failure to achieve the OPRSUs requisite performance objectives) which may be earned are outstanding and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action unvested as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination Date shall become incrementally vested and exercisable on an accelerated basis as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the your Termination Date or the Determination Date, as applicableoccurred six (6) months later.

Qualifying Termination. Notwithstanding Section 5(a):If the Executive's employment is terminated in a Qualifying Termination during the Protection Period, then the Executive shall be entitled to the following benefits: (i) With respect to the TRSUs, in the event of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs a pro rata portion (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of calendar days that have elapsed before the Executive's Date of Termination) of the Executive's plan/target annual incentive award in effect for the fiscal year in which the Date of Termination occurs; provided that, if the Executive is entitled to receive a retention/stay bonus in connection with the Change in Control that is payable with respect to the fiscal year in which the Executive's Qualifying Termination occurs, the Executive shall receive the greater of the applicable stay or retention bonus or the pro rata plan/target bonus provided herein, but the Executive shall not be entitled to both the retention/stay bonus and the pro rata plan/target bonus provided herein; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and other severance benefits, the Company shall pay to the Executive a lump sum severance payment in an amount equal to two (2) times the sum of (A) the higher of (I) the Executive's annual base salary in effect immediately before the event or circumstance upon which the Notice of Termination is based or (II) the Executive's annual base salary in effect immediately before the Change in Control and (B) the higher of (x) the highest award paid or payable to the Executive pursuant to the Company's annual incentive plan for each of the two measuring periods completed immediately before the event or circumstance upon which the Notice of Termination is based (determined without reference to any guaranteed annual bonus under any retention/stay bonus program of the Company but taking into account the amount of any such annual bonus that would have been paid to the Executive based on actual performance but for any such guarantee) or (y) the Executive's threshold bonus opportunity for the fiscal year in which Executive's Qualifying Termination occurs, without giving effect to any reduction in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested Executive's threshold annual incentive bonus opportunity on or after a Change in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date.Control; (iii) With respect $10,000 for two years of tax and financial planning services; (iv) full and immediate vesting of all options, awards of restricted stock and any other equity or equity-based awards held by the Executive. All options held by the Executive will be exercisable for the applicable period specified in the relevant option agreement. To be eligible to receive benefits under this Section 4(d), the Executive shall be required to execute and deliver a valid, binding and irrevocable general release in substantially the form attached hereto as Exhibit A (which the Company shall deliver to the PRSUs, in the event of the Participant’s Qualifying Termination as of or Executive promptly after the completion date of his Qualifying Termination). The payments provided for in this Section 4(d) shall be made not later than the Performance Period, but prior to date the last Vesting Date release described above becomes binding and irrevocable under applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Datelaw; provided, however, that that, if the amounts of such Qualifying Termination occurs prior payments cannot be finally determined on or before such day, the Company shall pay to the Determination DateExecutive on such day an estimate, then as determined in good faith by the PRSUs Company, of the minimum amount of such payments to which the Executive is clearly entitled and shall remain outstanding until pay the Determination Dateremainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code"), as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. If the estimated payments exceed the amount subsequently determined to be due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). When payments are made under this Section, the number of Earned PRSUsCompany shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, if anywithout limitation, shall be determined in accordance with Section 2(b)any opinions or other advice the Company has received from outside counsel, and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs auditors or consultants (and any associated PRSU Dividend Equivalent Amount) such written opinions or advice shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect attached to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(astatement), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding In addition, if Executive experiences a Qualifying Termination then, subject to Section 5(a):2(e) hereof and Executive’s continued compliance with his obligations under Sections 4 - 7 hereof, Executive shall be entitled to receive: (i) With respect an amount in cash equal to the TRSUsBase Salary, disregarding any reduction in salary giving rise to Good Reason, payable in substantially equal installments in accordance with the event Company’s normal payroll procedures (but not less frequently than monthly) over the 12-month period following the Date of Termination (the “Salary Severance”); provided, that such Salary Severance payments shall commence on the first payroll date following the effective date of the Participant’s Qualifying Termination Release, and amounts otherwise payable prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs first payroll date shall be deemed vested in full and settled pursuant to Section 4(a), with paid on the “Vesting Date” meaning the Termination Date.first payroll date without interest thereon; (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a pro-rata portion of Executive’s Annual Bonus for the PRSUs calendar year in which may be earned under the Award will become earnedDate of Termination occurs, with had Executive remained employed through the actual number of Earned PRSUs determined payment date and based on actual the achievement of any applicable performance through the end of the month immediately preceding the Termination Dategoals or objectives, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days during such calendar year that Executive was employed by the Company, payable in a single cash lump sum on the Performance Period completed prior date on which annual bonuses are paid to the Termination DateCompany’s senior executives generally for such calendar year, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as but no later than March 15 of the calendar year following the calendar year in which the Date of Termination Date.occurs; (iii) With respect subject to Executive’s valid and timely election to continue healthcare coverage under Code Section 4980B and the regulations thereunder, the Company shall pay Executive after such termination of employment, on a monthly basis, an amount equal to the PRSUs, in the event monthly amount of the ParticipantCOBRA continuation coverage premium for such month, at the same level and cost to Executive as immediately preceding the Date of Termination, under the Company group health plan in which Executive participated immediately preceding the Date of Termination, less the amount of Executive’s Qualifying Termination portion of such monthly premium as in effect immediately preceding the Date of or Termination, until the earlier of (A) 18 months after the completion Date of Termination; and (B) the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically date on which Executive and immediately vest as of the Termination Datehis family have obtained other substantially similar healthcare coverage; provided, however, that if (x) any plan pursuant to which such Qualifying Termination occurs benefits are provided is not, or ceases prior to the Determination Dateexpiration of the period of continuation coverage to be, then exempt from the PRSUs shall remain outstanding until the Determination Date, the number application of Earned PRSUs, if any, shall be determined in accordance with Code Section 2(b409A under Treasury Regulation Section 1.409A-1(a)(5), and all Earned PRSUs shall automatically and immediately vest as of or (y) the Determination Date. In such caseCompany is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), with then, in either case, each remaining premium payment under this this sentence shall thereafter be paid to Executive in substantially equal monthly installments over the “Vesting Date” being the Termination Date period specified in subsections (A) and (B) (or the Determination Date, as applicable.remaining portion thereof); (iv) With except as otherwise explicitly set forth in an individual award agreement evidencing a Time-Based Equity Award, each outstanding Time-Based Equity Award held by Executive as of the Date of Termination shall vest and, as applicable, become exercisable with respect to the OPRSUs, number of shares underlying the Time-Based Equity Award that would otherwise have vested had Executive remained in continuous employment with the event Company through the 12-month anniversary of the Participant’s Qualifying Termination prior Date of Termination, and assuming that the vesting schedule applicable to such Time-Based Equity Award is in substantially equal monthly installments through the completion vesting period. Each outstanding Equity Award held by Executive as of the Performance Period, Date of Termination that is not a portion of the OPRSUs which may Time-Based Equity Award shall be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated treated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, terms and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as conditions of the Termination Date.applicable award agreement and the Plan; and (v) With respect any outstanding stock options covering the Class A common stock of HoldCo held by Executive on the Date of Termination, to the OPRSUs, in the event of the Participant’s Qualifying Termination extent vested as of or after in connection with the completion Qualifying Termination, shall remain exercisable until the three-year anniversary of the Performance Period (but for purposes Date of this sentence, Qualifying Termination shall include Retirement)Termination, but prior to in no event beyond the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as outside expiration date of the Termination Date; provided, however, that if each such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablestock option.

Qualifying Termination. Notwithstanding Section 5(aUpon a Qualifying Termination, the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) With respect to the TRSUs, in the event twelve (12) months of the ParticipantExecutive’s Qualifying Termination prior then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the vesting “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of all tranches of twelve (12) months (the TRSUs (i.e“Severance Period”), prior to January 1st of beginning no later than the third calendar year first regularly-scheduled payroll date following the Effective Date)sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all unvested TRSUs shall automatically applicable withholding and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date.deductions; and (ii) With respect If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the PRSUs, in insurer until the event earliest of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month immediately preceding of the Termination COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, measured against with the Performance Component based balance of the payments paid thereafter on actual performance through the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease; and (b) If, following the end of the month immediately preceding Bonus Year in which the Executive’s Qualifying Termination Date. The number of Earned PRSUs calculated occurs, the Board determines in accordance with this Section which become vested good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will be receive a Bonus, as so determined by the Board and pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as date of the Termination Date. (iii) With respect to the PRSUs, in the event of the ParticipantExecutive’s Qualifying Termination as of or after (the completion of the Performance Period, but prior “Bonus Severance”). The Bonus Severance will be paid to the last Vesting Date applicable Executive pursuant to the Earned PRSUs under the Award (i.e.payment timing provisions set forth in Section 2.2, prior subject to January 1, 20[ ]), all unvested Earned PRSUs shall automatically applicable deductions and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablewithholdings. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding In addition, if Executive experiences a Qualifying Termination then, subject to Section 5(a):2(e) hereof and Executive’s continued compliance with his obligations under Sections 4 - 7 hereof, Executive shall be entitled to receive: (i) With respect an amount in cash equal to the TRSUsBase Salary, disregarding any reduction in salary giving rise to Good Reason, payable in substantially equal installments in accordance with the event Company’s normal payroll procedures (but not less frequently than monthly) over the 12-month period following the Date of Termination (the “Salary Severance”); provided, that such Salary Severance payments shall commence on the first payroll date following the effective date of the Participant’s Qualifying Termination Release, and amounts otherwise payable prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs first payroll date shall be deemed vested in full and settled pursuant to Section 4(a), with paid on the “Vesting Date” meaning the Termination Date.first payroll date without interest thereon; (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a pro-rata portion of Executive’s Annual Bonus for the PRSUs calendar year in which may be earned under the Award will become earnedDate of Termination occurs, with had Executive remained employed through the actual number of Earned PRSUs determined payment date and based on actual the achievement of any applicable performance through the end of the month immediately preceding the Termination Dategoals or objectives, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days during such calendar year that Executive was employed by the Company, payable in a single cash lump sum on the Performance Period completed prior date on which annual bonuses are paid to the Termination DateCompany’s senior executives generally for such calendar year, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as but no later than March 15 of the calendar year following the calendar year in which the Date of Termination Date.occurs; (iii) With respect subject to Executive’s valid and timely election to continue healthcare coverage under Code Section 4980B and the regulations thereunder, the Company shall pay Executive after such termination of employment, on a monthly basis, an amount equal to the PRSUs, in the event monthly amount of the ParticipantCOBRA continuation coverage premium for such month, at the same level and cost to Executive as immediately preceding the Date of Termination, under the Company group health plan in which Executive participated immediately preceding the Date of Termination, less the amount of Executive’s Qualifying Termination portion of such monthly premium as in effect immediately preceding the Date of or Termination, until the earlier of (A) 18 months after the completion Date of Termination; and (B) the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically date on which Executive and immediately vest as of the Termination Datehis family have obtained other substantially similar healthcare coverage; provided, however, that if (x) any plan pursuant to which such Qualifying Termination occurs benefits are provided is not, or ceases prior to the Determination Dateexpiration of the period of continuation coverage to be, then exempt from the PRSUs shall remain outstanding until the Determination Date, the number application of Earned PRSUs, if any, shall be determined in accordance with Code Section 2(b409A under Treasury Regulation Section 1.409A-1(a)(5), and all Earned PRSUs shall automatically and immediately vest as of or (y) the Determination Date. In such caseCompany is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), with then, in either case, each remaining premium payment under this sentence shall thereafter be paid to Executive in substantially equal monthly installments over the “Vesting Date” being the Termination Date period specified in subsections (A) and (B) (or the Determination Date, as applicable.remaining portion thereof); (iv) With except as otherwise explicitly set forth in an individual award agreement evidencing a Time-Based Equity Award, each outstanding Time-Based Equity Award held by Executive as of the Date of Termination shall vest and, as applicable, become exercisable with respect to the OPRSUs, number of shares underlying the Time-Based Equity Award that would otherwise have vested had Executive remained in continuous employment with the event Company through the 12-month anniversary of the Participant’s Qualifying Termination prior Date of Termination, and assuming that the vesting schedule applicable to such Time-Based Equity Award is in substantially equal monthly installments through the completion vesting period. Each outstanding Equity Award held by Executive as of the Performance Period, Date of Termination that is not a portion of the OPRSUs which may Time-Based Equity Award shall be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated treated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, terms and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as conditions of the Termination Date.applicable award agreement and the Plan; and (v) With respect any outstanding stock options covering the Class A common stock of HoldCo held by Executive on the Date of Termination, to the OPRSUs, in the event of the Participant’s Qualifying Termination extent vested as of or after in connection with the completion Qualifying Termination, shall remain exercisable until the three-year anniversary of the Performance Period (but for purposes Date of this sentence, Qualifying Termination shall include Retirement)Termination, but prior to in no event beyond the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as outside expiration date of the Termination Date; provided, however, that if each such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablestock option.

Qualifying Termination. Notwithstanding Section 5(a):7(a) above, if the termination of this Agreement and Employee’s employment hereunder constitutes a Qualifying Termination (as defined below), then, in addition to Employee’s Accrued Obligations and subject to Section 7(c) below: (i) With respect the Company shall be obligated to pay to Employee a severance payment (the “Severance Payment”) equal to the TRSUs, sum of (A) one (1) year of Employee’s Base Salary (at the rate in effect on the Termination Date) plus (B) one (1) times the amount of the Annual Bonus paid to Employee in the event prior fiscal year (collectively, the “Severance Payment”). The Severance Payment shall be paid to Employee in a lump sum on the next regular Company pay date following the 60th day after the Termination Date; and (ii) if Employee timely elects to continue and maintain group health plan coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse Employee for a portion of the Participant’s Qualifying healthcare continuation payments under COBRA actually paid by Employee for the coverage period ending on the earlier of (A) the one (1) year anniversary of the Termination Date, and (B) the date Employee becomes eligible to obtain healthcare coverage from a new employer (“COBRA Assistance Period”), which portion will be equal to (x) the amount of the monthly health care premium payment under COBRA actually paid by Employee for COBRA coverage during the COBRA Assistance Period, less (y) the amount Employee would have been required to contribute toward health insurance coverage during the COBRA Assistance Period if Employee had remained an active employee of the Company (the “COBRA Assistance”). Employee agrees to immediately inform the Company if he becomes eligible to obtain alternate healthcare coverage from a new employer prior to the vesting of all tranches of the TRSUs one (i.e, prior to January 1st of the third calendar 1) year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as anniversary of the Termination Date. In Employee also agrees to remit to the Company, on a monthly basis and within thirty (30) days of the date of payment by Employee, paid invoices for each such case, monthly COBRA premium for which Employee seeks reimbursement pursuant to this Section 7(b)(ii) and such number of TRSUs reimbursement (to the extent required pursuant to this Section 7(b)(ii)) shall be deemed vested in full and settled pursuant made to Section 4(a), with Employee within thirty (30) days following the “Vesting Date” meaning Company’s receipt of each such invoice. Employee understands that if he wishes to continue to obtain COBRA coverage after the Termination Date. one (ii1) With respect to the PRSUs, in the event year anniversary of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against Employee will not receive reimbursement form the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and Company for any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior cost of such additional COBRA coverage. Notwithstanding anything set forth herein to the Participant’s Qualifying Terminationcontrary, with if and to the actual number of Earned OPRSUs determined based on actual performance through extent that the end Company may not provide such COBRA Assistance without incurring tax penalties or violating any requirement of the calendar quarter immediately preceding law, the Termination Date, measured against Company shall use its commercially reasonable best efforts to provide to Employee substantially similar assistance in an alternative manner provided that the Performance Component based on actual performance through cost of doing so does not exceed the end of cost that the calendar quarter immediately preceding Company would have incurred had the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days COBRA Assistance been provided in the Performance Period completed prior to manner described above. As used herein, the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) following terms shall be deemed vested in full and settled pursuant to Section 4(a), with have the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.respective meaning set forth below:

Qualifying Termination. Notwithstanding Section 5(a):If the Executive's employment is terminated in a Qualifying Termination during the Protection Period, then the Executive shall be entitled to the following benefits: (i) With respect to the TRSUs, in the event of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs a pro rata portion (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of calendar days that have elapsed before the Executive's Date of Termination) of the Executive's plan/target annual incentive award in effect for the fiscal year in which the Date of Termination occurs; provided that, if the Executive is entitled to receive a retention/stay bonus in connection with the Change in Control that is payable with respect to the fiscal year in which the Executive's Qualifying Termination occurs, the Executive shall receive the greater of the applicable stay or retention bonus or the pro rata plan/target bonus provided herein, but the Executive shall not be entitled to both the retention/stay bonus and the pro rata plan/target bonus provided herein; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and other severance benefits, the Company shall pay to the Executive a lump sum severance payment in an amount equal to three (3) times the sum of (A) the higher of (I) the Executive's annual base salary in effect immediately before the event or circumstance upon which the Notice of Termination is based or (II) the Executive's annual base salary in effect immediately before the Change in Control and (B) the higher of (x) the highest award paid or payable to the Executive pursuant to the Company's annual incentive plan for each of the two measuring periods completed immediately before the event or circumstance upon which the Notice of Termination is based (determined without reference to any guaranteed annual bonus under any retention/stay bonus program of the Company but taking into account the amount of any such annual bonus that would have been paid to the Executive based on actual performance but for any such guarantee) or (y) the Executive's plan/target bonus opportunity for the fiscal year in which Executive's Qualifying Termination occurs, without giving effect to any reduction in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested Executive's plan/target annual incentive bonus opportunity on or after a Change in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date.Control; (iii) With respect $10,000 for two years of tax and financial planning services; (iv) full and immediate vesting of all options, awards of restricted stock and any other equity or equity-based awards held by the Executive. All options held by the Executive will be exercisable for the applicable period specified in the relevant option agreement. To be eligible to receive benefits under this Section 4(d), the Executive shall be required to execute and deliver a valid, binding and irrevocable general release in substantially the form attached hereto as Exhibit A (which the Company shall deliver to the PRSUs, in the event of the Participant’s Qualifying Termination as of or Executive promptly after the completion date of his Qualifying Termination). The payments provided for in this Section 4(d) shall be made not later than the Performance Period, but prior to date the last Vesting Date release described above becomes binding and irrevocable under applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Datelaw; provided, however, that that, if the amounts of such Qualifying Termination occurs prior payments cannot be finally determined on or before such day, the Company shall pay to the Determination DateExecutive on such day an estimate, then as determined in good faith by the PRSUs Company, of the minimum amount of such payments to which the Executive is clearly entitled and shall remain outstanding until pay the Determination Dateremainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code"), as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. If the estimated payments exceed the amount subsequently determined to be due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). When payments are made under this Section, the number of Earned PRSUsCompany shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, if anywithout limitation, shall be determined in accordance with Section 2(b)any opinions or other advice the Company has received from outside counsel, and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs auditors or consultants (and any associated PRSU Dividend Equivalent Amount) such written opinions or advice shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect attached to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(astatement), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Section 5(a):In the event of a Qualifying Termination, the Executive shall receive the following benefits: (i) With respect to the TRSUs, in the event of the Participant’s Qualifying Termination prior to the vesting Payment of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested Accrued Obligations in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based lump sum on the number Date of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination DateTermination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation or incentive compensation shall be determined and paid in accordance with the terms of the relevant plan as applicable to the Executive, (ii) Payment in a lump sum on the Date of Termination of a pro rata cash bonus for the year in which the Date of Termination occurs, determined and paid in accordance with the terms of the then current annual bonus plan applicable to the Executive, (iii) Payment in a lump sum on the Date of Termination of a salary replacement amount equal to three hundred percent (300%) of the annual base salary required to be paid to Executive pursuant to Paragraph 3(a) above, or if such Qualifying Termination occurs greater, the rate of annual salary as in effect immediately prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number Date of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.Termination, (iv) With respect Payment in a lump sum on the Date of Termination of a bonus replacement amount equal to three hundred percent (300%) of the highest of the annual bonus paid or payable to the OPRSUsExecutive for the three (3) years preceding the year in which the Date of Termination occurs or, if greater, the Executive’s target bonus for year in which the Date of Termination occurs, (v) Payment in a lump sum on the Date of Termination of a retirement replacement amount equal to 300% of the sum of the Member Investment and Stock Ownership Plan, Retirement Income Plan and Unfunded Deferred Compensation Plan contributions made or credited by the Corporation for the benefit of the Executive for the plan year of each such plan during which the Date of Termination occurs or, if greater, for the plan year of each such plan (or any successor or replacement plan) immediately preceding the plan year in which the Effective Date occurs, (vi) Continuation, for a period of three (3) years after the Date of Termination, of the following employee benefits on terms at least as favorable to the Executive as those which would have been provided if the Executive’s employment had continued for that time pursuant to this Agreement, with the cost of such benefits to be paid by the Corporation: medical and dental benefits, life and disability insurance, and executive physical examinations (“Corporation-Paid Coverage”). Corporation-Paid Coverage shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. Notwithstanding the foregoing, if the Executive is a “specified employee” (as described in Section 7 below) on the date of the Executive’s “separation from service” (as described in Section 7 below), continued coverage under the disability and life insurance plans shall be solely at the expense of the Executive for the period beginning on the date of the Executive’s separation and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her separation (or, in the event of his or her death, at such earlier time as provided in Section 7 below), the Participant’s Qualifying Termination prior Corporation shall reimburse the Executive for the Corporation-Paid Coverage under the disability and life insurance plans portion of such expense in a lump sum cash payment. Thereafter, Corporation-Paid Coverage under the disability and life insurance plans shall be paid directly by the Corporation to the completion applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the Performance Periodapplicable insurance policy or administrative services agreement. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost, the Corporation may provide a portion lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes, payable on the Date of Termination. This payment will be tied to the cost of an individual insurance policy if it were assumed to be available. Upon the expiration of the OPRSUs coverage provided under this paragraph (vi), the Executive and Executive’s dependents will be entitled to elect Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) continuation coverage on the same basis as would be extended with respect to an employee whose employment terminated at the time of such expiration and for purposes of Title X of COBRA, the date of the “qualifying event” for the Executive and Executive’s dependents shall be the date upon which may be earned and granted the Corporation-Paid Coverage terminates, (vii) Outplacement services, at the expense of the Corporation, from a provider reasonably selected by the Executive, provided however, to the extent the outplacement services are taxable under the Award will become earned Internal Revenue Code, the expenses must be incurred before the last day of the second year following separation from service and granted no later than the reimbursement must be made before the last day of the third year following separation from service, and (viii) Tax preparation services for the Executive’s taxable year in which the Date of Termination occurs, provided at the expense of the Corporation, on the same basis as provided to Executive immediately prior to the Participant’s Qualifying TerminationEffective Date provided however, with to the actual number of Earned OPRSUs determined based on actual performance through extent the end tax preparation services are taxable under the Internal Revenue Code, the expenses must be incurred before the last day of the calendar quarter immediately preceding second year following separation from service and the Termination Date, measured against reimbursement must be made before the Performance Component based on actual performance through the end last day of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Datethird year following separation from service. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding If, during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution of a settlement agreement in a form prescribed by the Company, which shall be in full and final settlement of all and any rights and claims which the Executive has or may have against the Company and any of its subsidiaries and affiliates, and any of its or their directors, officers, employees and shareholders, arising from or in connection with his employment or directorships and / or their termination (including both contractual and statutory employment claims in the UK) (the “Release”) which becomes effective as soon as reasonably practicable following the Termination Date, but in no event later than five (5) days following the Termination Date and Executive’s continued compliance with the provisions of Section 5(a6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) With respect The Company shall continue to the TRSUspay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the ParticipantBase Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s Qualifying Termination customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the vesting of all tranches date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the TRSUs second (i.e, prior to January 1st of the third 2nd) such calendar year following (and any payments otherwise payable prior thereto shall instead be paid on the Effective Date)first regularly scheduled Company payroll date occurring in the latter such calendar year or, all unvested TRSUs shall automatically if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and immediately vest as of the Termination Date. In such irrevocable (in either case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting First Payroll Date” meaning the Termination Date”)). (ii) With respect The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the PRSUsContinued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) EU-DOCS\45887982.1 Base Salary (which, in the event of the Participanta resignation by Executive for Good Reason due to a material reduction in Executive’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if anyBase Salary, shall be determined the Base Salary in accordance with Section 2(b)effect immediately prior to such reduction) and (y) Annual Bonus, and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such in each case, such number of Earned PRSUs for the three (and any associated PRSU Dividend Equivalent Amount3) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than fiscal years ending immediately prior to the Participant’s fiscal year in which the Qualifying TerminationTermination occurs. For the avoidance of doubt, with in no event shall the actual number of Earned OPRSUs determined based on actual performance through the end sum of the calendar quarter immediately preceding Lump Sum Severance plus the Termination Date, measured against Continued Salary Severance exceed two (2) times the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination DateAverage Compensation. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Subject to Section 5(a):4(a)(ii), if during the Term there is a Qualifying Termination, then you shall be eligible to receive each of the following: (A) cash severance payments (“Cash Severance”) in an aggregate amount equal to fifty percent (50%) of your annual Base Salary as in effect on your Termination Date being paid, subject to Section 14 below, in five monthly pro-rata installments with the first installment of Cash Severance being paid on the 60th day after your Separation from Service from the Company and the last installment being paid on the six month anniversary of the Termination Date; (B) to the extent permitted by applicable laws without incurring statutory penalties, the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for six (6) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) With respect at any time either before or during the period of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the TRSUsCompany promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, in if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; and (C) any equity compensation awards (including the event Option (if granted)) previously granted to you (but excluding any portion of any performance awards which are/were forfeited due to failure to achieve the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all requisite performance objectives) which are outstanding and unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such Date shall become incrementally vested and exercisable on an accelerated basis in an amount equal to the number of TRSUs shall be deemed that would have vested in full and settled pursuant to Section 4(a), with at the “Vesting Date” meaning next vesting date that would have occurred after the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Section 5(aIf (1) the Company terminates the Executive’s employment for any reason other than for Cause, Disability or death or (2) the Executive terminates employment for Good Reason (each, a “Qualifying Termination”), in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the 2018 Equity Incentive Plan of Columbia Banking System, Inc. and including, for the avoidance of doubt, the Merger): (i) With respect the Company shall pay to the TRSUsExecutive in a lump sum in cash within 30 days after the Date of Termination the aggregate of (1) the Executive’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination, in (2) the event Executive’s business expenses that have not been reimbursed by the Company as of the Participant’s Qualifying Date of Termination that were incurred by the Executive prior to the vesting Date of all tranches Termination in accordance with the applicable Company policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest Termination occurs if such bonus has been determined but not paid as of the Date of Termination Date. In such case, such number (the sum of TRSUs the amounts described in clauses (1) through (3) shall be deemed vested in full and settled pursuant hereinafter referred to Section 4(a), with as the “Vesting Date” meaning the Termination Date.Accrued Obligations”); (ii) With respect subject to Section 4(e), the Company shall pay to the PRSUs, Executive a cash severance benefit in an amount equal to two times the event of Executive’s Annual Base Salary (the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date“Severance Benefits”). The number of Earned PRSUs calculated Company shall pay the Severance Benefits in substantially equal installments in accordance with this the Company’s normal payroll policies over the two-year period following the Date of Termination; provided that the first payment shall be made on the 60th day following the Date of Termination and shall include all installments otherwise payable within such 60-day period; (iii) subject to Section 4(e), the Company shall pay to the Executive in a lump sum in cash a pro rata portion of any Annual Bonus earned for the year in which become vested will be pro-rated the Date of Termination occurs (with proration determined based on the number of days months in the Performance Period completed prior fiscal year in which the Executive is employed with the Company). The Company shall pay the prorated Annual Bonus at the same time as the Company pays annual bonuses to active employees (and no later than March 15 of the year following the fiscal year to which the Annual Bonus relates); (iv) subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Termination Date, and such proExecutive shall vest as follows: (1) a pro rata portion of any long-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) term incentive award that is not subject to performance-based vesting conditions shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Date of Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be (with proration determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days months in the Performance Period completed prior to applicable vesting period in which the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), Executive is employed with the “Vesting Date” being the Termination Date. All other rights Company) and (2) a pro rata portion of any long-term incentive award that is subject to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts performance-based vesting conditions shall be forfeited automatically and without further action vest as of the Termination Date.regularly scheduled vesting date based on actual performance (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company), and, in each case, any payment or delivery shall be made in respect of such awards within 60 days following vesting subject to compliance with Section 409A of the Code. For illustrative purposes only, if the Executive holds 96 restricted shares that are scheduled to vest over a four-year period (the “Illustrative Vesting Period”) and that are not subject to performance vesting, and the Executive’s employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (32 restricted shares) will vest upon the Executive’s termination (regardless of the vesting schedule set forth in the award and without duplication of any previous vesting) subject to Section 4(e) and the remaining 64 restricted shares will be forfeited; (v) With respect subject to Section 4(e), for the 24-month period immediately following the Date of Termination, the Company shall continue the health and welfare benefits 4844-0817-3566 v.6 provided to the OPRSUsExecutive and his dependents at the levels provided to active employees; provided that, if the Company determines that such continuation is not feasible without the payment of taxes or penalties or is not permissible under applicable law, the Company and the Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the event cost to the Company (collectively, the “Welfare Benefits”); and (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Participant’s Qualifying Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as of or after the completion of “Other Benefits”). As used in this Agreement, the Performance Period (but for purposes of this sentence, Qualifying Termination term “affiliated companies” shall include Retirement)any company controlled by, but prior to the last Vesting Date applicable to the Earned OPRSUs controlling or under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), common control with the “Vesting Date” being the Termination Date or the Determination Date, as applicableCompany.

Qualifying Termination. Notwithstanding If an Eligible Executive’s employment with the Company and, as applicable, each of its Affiliates, ends due to a Qualifying Termination, then such Eligible Executive shall be entitled to receive the Accrued Amounts, and so long as such Eligible Executive satisfies the Release Requirement, abides by the terms of Section 5(a):7 below and continues to abide by the terms of all other written agreements between such Eligible Executive and any member of the Company Group, including the restrictive covenants set forth in the award agreements entered into between the Company and such Eligible Executive pursuant to the 2017 Incentive Plan and the 2020 Incentive Plan, as applicable, such Eligible Executive shall also be entitled to receive: (i) With respect A cash payment equal to the TRSUs, Severance Amount payable in the event of the Participant’s Qualifying Termination a lump-sum on or prior to the vesting of all tranches of Company’s first regularly scheduled pay date that occurs on or after the TRSUs (i.e, prior to January 1st of the third calendar year 14th day following the Effective Date)Release Consideration Period, all unvested TRSUs shall automatically and immediately vest as but in no event later than 75 days following the Date of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date.Termination; (ii) With respect If the Prior Year Annual Bonus has not yet been paid to the PRSUsEligible Executive, the Prior Year Annual Bonus, payable in a lump sum at the event time annual bonuses for such prior fiscal year of are paid to executives of the Participant’s Qualifying Termination prior to Company, but in no event later than the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date.Applicable March 15; and (iii) With respect If such Eligible Executive timely and properly elects to the PRSUs, in the event of the Participantcontinue coverage for such Eligible Executive and such Eligible Executive’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically spouse and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUseligible dependents, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of under the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled Company’s group health plans pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination DateCOBRA, then the number Company shall promptly reimburse the Eligible Executive for the amount by which the premiums paid to effectuate such coverage during the COBRA Continuation Period exceeds the amount of Earned OPRSUsthe employee contribution that active executive employees of the Company pay for the same or similar coverage under such group health plans during the same period, if any, less applicable taxes and withholdings (the “COBRA Benefit”). Each payment of the COBRA Benefit shall be determined as paid to the Eligible Executive on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which the Eligible Executive submits to the Company documentation of the Determination Date applicable premium payment having been paid by the Eligible Executive, which documentation shall be submitted by the Eligible Executive to the Company within 30 days following the date on which the applicable premium payment is paid. Notwithstanding anything in accordance the preceding provisions of this Section 5(a)(iii) to the contrary, (A) the election of COBRA continuation coverage and the payment of any premiums due with Section 2(c)respect to such COBRA continuation coverage will remain such Eligible Executive’s sole responsibility, and all Earned OPRSUs, the Company will assume no obligation for payment of any such premiums relating to such COBRA continuation coverage and (B) if any, shall be granted and shall automatically and immediately vest as the provision of the Determination Date. In benefit described in this Section 5(a)(iii) cannot be provided in the manner described above without penalty, tax, or other adverse impact on the Company, then the Company and such case, Eligible Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with Eligible Executive without such adverse impact on the “Vesting Date” being the Termination Date or the Determination Date, as applicableCompany.

Qualifying Termination. Notwithstanding Section 5(a): If, during the Term, (i) With respect Executive resigns for Good Reason or (ii) the Bank terminates Executive’s employment other than for Cause or Disability (each, a “Qualifying Termination”), then, subject to Section 6 hereof: (1) the Bank shall pay to Executive in a lump sum in cash within thirty (30) days after the date of termination, the exact payment date to be determined by the Bank, Executive’s Base Salary through the date of termination to the TRSUsextent not theretofore paid (the “Accrued Salary”), in the event of the Participant’s Qualifying Termination (ii) any earned and unpaid Annual Bonus for any year prior to the vesting year in which the date of all tranches termination occurs, and (iii) any unreimbursed business expenses incurred by Executive on or before the date of the TRSUs termination; (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs 2) Executive shall be deemed vested in full and settled pursuant entitled to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, receive a pro rata portion of the PRSUs Annual Bonus for the year in which may be the date of termination occurs, equal to (i) the Annual Bonus, if any, that would have been earned under the Award will become earnedby Executive for such year if he had remained employed on such payment date, with the actual number of Earned PRSUs determined based on actual performance through under applicable financial metrics, multiplied by (ii) a fraction, the end numerator of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on is the number of days in worked by Executive during such final year and the Performance Period completed prior to denominator of which is 365 (the Termination Date“Final Year Pro Rata Bonus”), and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) Final Year Pro Rata Bonus shall be deemed vested paid a single lump sum cash payment at the time such bonus awards are normally paid for such plan year; (3) the Bank shall pay to Executive an amount equal to the sum of (x) Executive’s then-current Base Salary plus (y) the average of the Annual Bonuses earned by Executive for each of the three (3) calendar years immediately preceding the year in full and settled pursuant to Section 4(a), with which the date of termination occurs (the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]Non-CIC Severance Payment”), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs during the period beginning three months prior to to, and ending eighteen (18) months after the Determination Dateclosing of, a Change in Control (as defined in Exhibit A attached hereto), then the PRSUs Bank shall remain outstanding until pay to Executive an amount equal to two (2) times the Determination Datesum of (i) Executive’s then-current Base Salary plus (ii) the average of the Annual Bonuses earned by Executive for each of the three calendar years immediately preceding the year in which the date of termination occurs (the “CIC Severance Payment”). Subject to Sections 6 and11 hereof, the number of Earned PRSUsNon-CIC Severance Payment or the CIC Severance Payment, if anyas applicable, shall be determined paid in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as a single lump sum in cash within sixty (60) days following the date of termination (except that the excess of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with CIC Severance Payment over the “Vesting Date” being non-CIC Severance Payment on the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event date of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirementbe paid within sixty (60) days following the date of the closing of the relevant Change in Control if the termination of employment occurs during the period beginning three months prior to and ending on the date of the Change in Control), but prior the exact payment date to be determined by the Bank. For the avoidance of doubt, Executive shall not be entitled to receive both the CIC Severance Payment and the Non-CIC Severance Payment; (4) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the Code (COBRA), then for twenty-four (24) months following the date of termination (the “COBRA Reimbursement Period”), the Bank shall pay to Executive monthly payments (the “COBRA Payments”) of an amount equal to the last Vesting Date applicable excess of (a) the COBRA cost of such coverage over (b) the amount that Executive would have had to pay for such coverage if he had remained employed during the Earned OPRSUs under COBRA Reimbursement Period and paid the Award (i.e.active employee rate for such coverage, January 1, 20[ ]), all unvested Earned OPRSUs shall automatically less withholding for taxes and immediately vest as of the Termination Dateother similar items; provided, however, that (i) if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise, the Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; and (ii) the COBRA Reimbursement Period shall only run for the period during which Executive is eligible to elect health coverage under COBRA and timely elects such Qualifying Termination occurs prior coverage; (5) the Bank shall continue to pay (no less frequently than monthly) Executive’s long-term disability premiums and life insurance premiums for Executive for a period of twelve (12) months (the “Other Premium Payments”); and (6) to the Determination Dateextent not theretofore paid or provided, then the number Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of Earned OPRSUs, if any, the Bank and its affiliated companies (such other amounts and benefits shall be determined hereinafter referred to as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicableOther Benefits”).

Qualifying Termination. Notwithstanding Section 5(a): Should you incur a Qualifying Termination (ias defined below) With respect you will be eligible for the following payments and benefits, provided that you remain in compliance with your obligations under the terms of this agreement, including, but not limited to the TRSUsprovisions regarding non-competition, non-solicitation, and non-disparagement, and the Release (as defined below). Should you fail to comply with your obligations under this Agreement or the Release, the Company may, in addition to any other available remedies, cease making any payment or benefit provided for herein. SEPARATION PAYMENT: A separation payment, before applicable deductions, equal to one and one-half (1.5) times the sum of your base salary as in effect as of your termination of employment, plus in the event of a Qualifying Termination under subparagraphs (3) or (4) as set forth in the definition below of Qualifying Termination, an amount equal to the average annual cash bonuses received by you during the three year period ending prior to the year in which the Change in Control occurs (the "Separation Payment"). If you have executed and returned the Release described below within thirty days after the date of your Qualifying Termination, the Separation Payment shall be paid as follows: 50% of the Separation Payment shall be paid to you within ten business days of your execution of the Release, with the remaining 50% to be paid in equal installments, without interest, commencing on the Company's second regularly scheduled payroll following your execution of the Release and ending with the Company's regularly scheduled payroll one year later (the "Separation Pay Period"), provided that if the ten business day period would end in a later calendar year than the date of the Qualifying Termination, no part of the Separation Payment shall be paid until the first business day of the subsequent calendar year. In the event of a change in payroll practice during the Separation Pay Period, the Company may adjust the amounts of such installments as necessary to ensure that the total amount paid is equal to the Separation Payment, as defined above. Notwithstanding the foregoing, in the event of the Participant’s a Qualifying Termination prior to within one year following a Change in Control, the vesting of all tranches Separation Payment shall be paid in a single lump sum within ten (10) business days following the effective date of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with again provided that if the actual number of Earned OPRSUs determined based on actual performance through ten business day period would end in a later calendar year than the end date of the calendar quarter immediately preceding the Termination DateQualifying Termination, measured against the Performance Component based on actual performance through the end no part of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) Separation Payment shall be deemed vested in full and settled pursuant to Section 4(a), with paid during the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Dateearlier calendar year. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Section 5(a):(a) The Company may terminate the Executive’s employment hereunder without Cause at any time upon written notice to the Executive. In addition, Executive’s employment hereunder will terminate upon the expiration of the Term. If the Transition Date occurs as a result of (1) the expiration of the Term, or (2) the termination of the Executive’s employment by the Company without Cause during the Term (either such termination of employment, a “Qualifying Termination”), the Executive shall be entitled to receive the Accrued Rights and any Accrued Retention Bonus. (ib) With respect In addition to the TRSUsAccrued Rights and any Accrued Retention Bonus, in the event of the Participantoccurrence of the Transition Date as a result of a Qualifying Termination, subject to Section 6.5, the Executive will be entitled to receive as severance Executive’s Qualifying Termination prior Base Salary then in effect at the time of such termination for a period of eighteen (18) months following the Transition Date (the “Severance Period”). Such payments will be made in equal installments over the Severance Period in accordance with the Payroll Policies, Section 9 hereof and the terms of the Release (as defined below). The parties agree and acknowledge that this Section 6.3(b) of the Agreement provides Executive contractual rights to the vesting same amount of all tranches of the TRSUs (i.e, prior severance payments that Executive is entitled to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with 6.3 of the “Vesting Date” meaning the Termination DateEmployment Agreement. (iic) With respect Subject to the PRSUsSection 6.5, in the event of the Participant’s occurrence of the Transition Date as a result of a Qualifying Termination prior Termination, the Executive will also be entitled during the Severance Period to payment to the completion Executive of the Performance Company’s portion of post-employment Company-sponsored health insurance premiums under COBRA (at the same levels and costs in effect on the Transition Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) and subject to Executive’s valid election to continue healthcare coverage under COBRA, to the extent permissible under the Company’s health insurance plans, including, if permitted and still maintained by the Company and/or Benicomp (as may be amended, modified or terminated by the Company from time to time), subject to applicable taxes and withholdings; provided, that if the Executive becomes covered by the health insurance policy of any subsequent employer during the Severance Period, a portion the continuation of such health insurance coverage and premium payment by the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) Company shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Datecease. (iiid) With respect Subject to the PRSUsSection 6.5, in the event of the Participant’s Qualifying Termination as of or after the completion occurrence of the Performance Period, but prior to the last Vesting Transition Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as a result of the Termination Date; provided, however, that if such a Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such caseTermination, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned Executive’s outstanding and unvested time-based restricted stock units and stock option awards granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying TerminationExecutive on October 3, 2022 (the “Subject Awards”) and scheduled to vest on October 3, 2023 shall vest as if the Executive had remain continuously employed with the actual number of Earned OPRSUs determined based on actual performance Company through such date (the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date“Equity Acceleration Benefit”). The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant Subject to Section 4(a)6.5, with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts Equity Acceleration Benefit shall be forfeited automatically and without further action occur as of the Termination DateRelease Effective Date (as defined below). Subject to Section 6.5, Executive and/or his affiliated trusts shall be permitted to retain, subject to the terms and conditions of grant documents and the Eighth Amended and Restated Agreement of Limited Partnership of Karman Topco L.P. as amended, supplemented or otherwise modified from time to time, (1) all vested Common Series C Units previously granted to Executive, and (2) all Common Series C-2 Units previously granted to Executive. Company further agrees and acknowledges that it shall not purchase such units Common Series C Units or Common Series C-2 Units by means of a promissory note. (ve) With respect to the OPRSUs, in the event of the Participant’s Following a Qualifying Termination the Executive shall have no further rights to any compensation or any other benefits except as of set forth in this Section 6.3 or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date otherwise set forth in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable5.7.

Qualifying Termination. Notwithstanding If, during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 5(a6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) With respect The Company shall continue to the TRSUspay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the ParticipantBase Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s Qualifying Termination customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the vesting of all tranches date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the TRSUs second (i.e, prior to January 1st of the third 2nd) such calendar year following (and any payments otherwise payable prior thereto shall instead be paid on the Effective Date)first regularly scheduled Company payroll date occurring in the latter such calendar year or, all unvested TRSUs shall automatically if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and immediately vest as of the Termination Date. In such irrevocable (in either case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting First Payroll Date” meaning the Termination Date”)). (ii) With respect The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) three (3) times the Average Compensation less (B) an amount equal to the PRSUsContinued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of the Participanta resignation by Executive for Good Reason due to a material reduction in Executive’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if anyBase Salary, shall be determined the Base Salary in accordance with Section 2(b)effect immediately prior to such reduction) and (y) Annual Bonus, and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such in each case, such number of Earned PRSUs for the three (and any associated PRSU Dividend Equivalent Amount3) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than fiscal years ending immediately prior to the Participant’s fiscal year in which the Qualifying TerminationTermination occurs. For the avoidance of doubt, with in no event shall the actual number of Earned OPRSUs determined based on actual performance through the end sum of the calendar quarter immediately preceding Lump Sum Severance plus the Termination Date, measured against Continued Salary Severance exceed three (3) times the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination DateAverage Compensation. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Subject to Section 5(a):4(a)(ii), if during the Term there is a Qualifying Termination, then you shall be eligible to receive each of the following: (A) cash severance payments (“Cash Severance”) in an aggregate amount equal to fifty percent (50%) of your annual Base Salary as in effect on your Termination Date being paid, subject to Section 14 below, in five monthly pro-rata installments with the first installment of Cash Severance being paid on the 60th day after your Separation from Service from the Company and the last installment being paid on the six month anniversary of the Termination Date; (B) to the extent permitted by applicable laws without incurring statutory penalties, the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for six (6) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) With respect at any time either before or during the period of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the TRSUsCompany promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; (C) a cash payment (paid, subject to Section 14 below, on the 60th day after your Separation from Service from the Company) in an amount equal to twenty-five percent (25%) of your annual Base Salary as in effect on your Termination Date; and (D) any equity compensation awards (including the event Option (if granted)) previously granted to you (but excluding any portion of any performance awards which are/were forfeited due to failure to achieve the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all requisite performance objectives) which are outstanding and unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs Date shall be deemed become incrementally vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based exercisable on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action an accelerated basis as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the your Termination Date or the Determination Date, as applicableoccurred six (6) months later. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Section 5(a): If, at any time during the Vesting Period, the Participant ceases to be employed by the Corporation or its Subsidiaries (the date of such termination of employment is referred to as the Participant’s “Severance Date”) as a result of (i) With the Participant’s death or Disability or (ii) a termination of employment by the Corporation or one of its Subsidiaries without Cause or by Participant for Good Reason (each as defined herein), then, subject to the following paragraph and the release requirement set forth in the last paragraph of this Section 8(a), (x) the Performance LTIP Units will remain outstanding during the remainder of the Vesting Period and will remain subject to Section 3, and (y) the Participant will vest with respect to the TRSUsnumber of Performance LTIP Units that would have vested in accordance with Section 3, in if any, had the Participant remained employed until the end of the Vesting Period. In the event of that the Participant’s Qualifying Termination prior to employment terminates in the vesting of all tranches circumstances described in the preceding paragraph and the Severance Date occurs on or before the last day of the TRSUs (i.e, prior to January 1st second year of the third calendar year following Performance Period and on or before the Effective Severance Date), all unvested TRSUs shall automatically or after the Severance Date and immediately vest as before the last day of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion second year of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earnedan Interim Date (as defined in Exhibit A) has been or is established with respect to Peer Group I (as such term is defined in Exhibit A), with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed with respect to Peer Group I will end on such Interim Date (in the event there has been more than one Interim Date on or prior to the Termination Severance Date, the most recent Interim Date on or prior to the Severance Date; and in the event that there has been an Interim Date on or prior to the Severance Date, any new Interim Date after the Severance Date shall be disregarded) and there will be no new or additional measurement period with respect to Peer Group I after such pro-rated number Interim Date as otherwise provided for in Exhibit A. In such circumstances, the determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to Peer Group I for the Performance Period shall be made by the Committee based solely on performance through such applicable Interim Date, such determination to be made no later than March 15 of Earned PRSUs the year that follows the later of the Severance Date or the applicable Interim Date as to Peer Group I (and such determination to be the Committee Determination as to Peer Group I). In such circumstances, any associated PRSU Dividend Equivalent AmountPerformance LTIP Units corresponding to Peer Group I that are not vested on the date of such Committee Determination (after giving effect to such Committee Determination) shall be deemed vested in full cancelled and settled forfeited. No additional Performance LTIP Units will vest pursuant to Section 4(a8(b) or Exhibit A with respect to performance after, or a Change in Control Event that occurs after, the applicable Interim Date. Any benefit to the Participant pursuant to the preceding paragraphs of this Section 8 (other than in connection with the Participant’s death) is subject to the condition that (i) the Participant has fully executed a valid and effective release (in the form attached to the Severance Plan or, if such release is executed on or after a Change in Control Event, in the form attached to the CIC Severance Plan, or in either case such other form as the Committee may reasonably require in the circumstances, which other form shall be substantially similar to the form attached to the Severance Plan or the CIC Severance Plan, as the case may be, that would otherwise apply in the circumstances but with such changes as the Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable laws), with (ii) such executed release is delivered by the “Vesting Date” being Participant to the Termination Date. All other PRSUs Corporation so that it is received by the Corporation in the time period specified below, and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect such release is not revoked by the Participant (pursuant to any revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Participant’s release referred to in the preceding sentence must be delivered by the Participant to the PRSUs, in Corporation so that it is received by the event Corporation no later than twenty-five (25) calendar days after the Participant’s Severance Date (or such later date as may be required for an enforceable release of the Participant’s Qualifying Termination claims under the United States Age Discrimination in Employment Act of 1967, as of amended (“ADEA”), to the extent the ADEA is applicable in the circumstances, in which case the Participant will be provided with either twenty-one (21) or after forty-five (45) days, depending on the completion circumstances of the Performance Periodtermination, but prior to consider the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]release), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date. In addition, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of Corporation may require that the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may release be earned and granted under the Award will become earned and granted executed no later earlier than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Severance Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Subject to Section 5(a):4(a)(ii), if during the Term there is a Qualifying Termination, then you shall be eligible to receive each of the following: (A) cash severance payments (“Cash Severance”) in an aggregate amount equal to one hundred and fifty percent (150%) of your annual Base Salary as in effect on your Termination Date being paid, subject to Section 14 below, in pro-rata installments on the Company’s normal payroll dates with the first installment of Cash Severance being paid on the 60th day after your Separation from Service from the Company and the last installment being paid on the eighteen month anniversary of the Termination Date; (B) to the extent permitted by applicable laws without incurring statutory penalties, the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for eighteen (18) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) With respect at any time either before or during the period of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the TRSUsCompany promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, in if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; and (C) any equity compensation awards (including the event Option (if granted)) previously granted to you (but excluding any portion of any performance awards which are/were forfeited due to failure to achieve the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all requisite performance objectives) which are outstanding and unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs Date shall be deemed become incrementally vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based exercisable on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action an accelerated basis as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the your Termination Date or the Determination Date, as applicableoccurred eighteen (18) months later. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Section 5(a):In the event an Eligible Executive’s employment with the Company and, as applicable, each of its Affiliates, ends due to a Qualifying Termination, such Eligible Executive shall be entitled to receive the Accrued Amounts, and so long as such Eligible Executive satisfies the Release Requirement and abides by the terms of Sections 7, 8, 9, 10 and 11 below, such Eligible Executive shall also be entitled to receive: (i) With respect A lump sum severance payment to such Eligible Executive in an amount equal to the TRSUsSeverance Amount, in the event of the Participant’s Qualifying Termination payable on or prior to the vesting Company’s first regularly scheduled pay date that on or after the date that is 60 days after such Eligible Executive’s Date of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date.Termination; (ii) With respect The Prior Year Annual Bonus, if applicable, payable in a lump sum at the time annual bonuses for such prior fiscal year are paid to the PRSUs, in the event executives of the Participant’s Qualifying Termination prior to Company, but in no event later than the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date.Applicable March 15; (iii) With respect to A Pro-Rata Annual Bonus for the PRSUs, in the event fiscal year of the Participant’s Qualifying Company in which the Date of Termination as of or after occurs, payable in a lump sum at the completion time annual bonuses for such fiscal year are paid to executives of the Performance PeriodCompany, but prior in no event later than the Applicable March 15; and (iv) If such Eligible Executive timely and properly elects to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically continue coverage for such Eligible Executive and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUsEligible Executive’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to COBRA, similar in the amounts and types of coverage provided under the Company’s group health plans to such Eligible Executive prior to such Eligible Executive’s Date of Termination, then during the COBRA Continuation Period (as defined below), the Company shall provide a subsidy, which subsidy shall be determined paid directly to the applicable COBRA administrator, on a monthly basis for the difference between the amount such Eligible Executive pays to effect and continue such coverage and the employee contribution amount that active executive employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Benefit”). Notwithstanding anything in accordance the preceding provisions of this Section 5(a)(iv) to the contrary, (A) the election of COBRA continuation coverage and the payment of any premiums due with Section 2(b)respect to such COBRA continuation coverage will remain such Eligible Executive’s sole responsibility, and all Earned PRSUs shall automatically and immediately vest as the Company will assume no obligation for payment of the Determination Date. In any such case, premiums relating to such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.COBRA continuation coverage and

Qualifying Termination. Notwithstanding If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 5(a):409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date; (B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as General Counsel of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) With respect to at any time either before or during the TRSUs, in the event period of the Participant’s Qualifying Termination prior to the vesting of all tranches of the TRSUs time you are receiving benefits under this subsection (i.e, prior to January 1st of the third calendar year following the Effective DateC), all unvested TRSUs to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall automatically and immediately vest be considered part of your COBRA coverage entitlement period; and (D) the “Accrued Obligations” (defined below) as of the Termination Date. In such caseFor avoidance of doubt, such number of TRSUs shall be deemed vested in full the payments and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which benefits that may be earned provided under the Award will become earned, with the actual number Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Datethese subsections, then the PRSUs shall remain outstanding until the Determination Date, the number no payments or benefits will otherwise be provided again under either one of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablethese subsections. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding If, during the Term, you are no longer serving as the Chief Executive Officer of the Company because either (1) the Company has terminated your employment as Chief Executive Officer without “Cause” (defined below), or (2) you resign as Chief Executive Officer for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to two hundred percent (200%) of your annual Base Salary as in effect on your “Qualifying Termination Date” (as defined below) (“Cash Severance”) with the first installment of Cash Severance (in an amount equal to three months of Base Salary) being paid on the 90th day after the Termination Date and with the remaining amount of Cash Severance being paid in equal monthly pro-rata installments commencing four months after the Termination Date such that the last installment is paid on the second anniversary of the Termination Date; (B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as Chief Executive Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Qualifying Termination Date and the denominator of which is 365 days. You shall also be eligible for a discretionary bonus (as determined by the Board or a compensation committee of the Board) for the portion of the year served through the Qualifying Termination Date. The pro-rated Performance Bonus and any such discretionary bonus described in this clause (d)(i)(B) (collectively, a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Qualifying Termination Date for eighteen (18) months after the Qualifying Termination Date provided that you are not an employee of the Company after the Qualifying Termination Date, or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”) ; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (including without limitation, Section 5(a): 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same time period, which payment shall be made regardless of whether you elect health care continuation coverage. In addition, to the extent that you are no longer an employee of the Company after the Qualifying Termination Date, the Company will ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ March 25, 2015 continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) of all other benefits being provided to you immediately prior to the Qualifying Termination Date (the “Other Benefits”), for eighteen (18) months after the Qualifying Termination Date. If you remain as an employee of the Company after a Qualifying Termination Date, the benefits provided by the Company to you under this Section 3(d)(i)(C) shall begin to be payable to you from the Termination Date (as determined with reference to your employment with the Company which continued after the Qualifying Termination) and shall be paid until the earlier of (x) eighteen (18) months after such Termination Date; or (y) you become eligible to receive group health coverage from another employer. You agree (i) With respect at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; (D) the portion of the stock options granted to you prior to the TRSUsQualifying Termination Date (“Options”) and any other equity compensation incentives granted to you prior to the Qualifying Termination Date (collectively, the “Equity Incentives”), that would have vested (assuming that your employment had continued and where vesting is based solely on continued employment) through the twenty-four (24) month period following the Qualifying Termination Date, shall automatically vest and become exercisable on the Qualifying Termination Date. In addition, in the event that any portion of the Participant’s Equity Incentives vest based on continued employment on an annual or “cliff” basis and the date of any such annual or cliff vesting is outside of the twenty-four (24) month forward vesting period mentioned in the preceding sentence (each, a “Cliff Vesting Award”), then the portion of the Cliff Vesting Award that, but for such Qualifying Termination, would have vested from the date of grant of the Cliff Vesting Award through the twenty-four (24) month period following such Qualifying Termination prior if the Cliff Vesting Award vested on a monthly basis over its vesting period rather than 100% at the end of the vesting period, shall automatically vest and become exercisable as of the Qualifying Termination Date. If and to the vesting of all tranches extent any portion of the TRSUs Equity Incentives are performance-based and/or are subject to any vesting conditions other than the passage of time (i.ecollectively, prior the “Performance Awards”), then such Equity Incentives shall vest and become exercisable based on the terms set forth in the applicable Performance Award Agreement, it being understood that the Company shall structure the Performance Awards to January 1st include the concept of twenty-four (24) month forward vesting with respect to time-based vesting requirements after the Qualifying Termination Date and a measurement of the third calendar year performance standard as of the Qualifying Termination Date, on a pro-rated basis with reference to the Qualifying Termination Date or in any other manner determined by the Company. The vested Equity Incentives as of the Qualifying Termination Date (including any Options that were subject to accelerated vesting pursuant to this clause (D)) shall be exercisable by you until the earliest to occur of (x) twelve (12) months following the Effective Datedate on which the Equity Incentives vest pursuant to the terms of this clause (D), all unvested TRSUs shall automatically ; (y) the scheduled expiration date of the Options or other equity incentives; or (z) the date on which the Options are canceled (and immediately vest not substituted or assumed) pursuant to a Change in Control (defined below) or merger or acquisition or similar transaction involving the Company; and (E) the “Accrued Obligations” (defined below) as of the Termination Date. In such caseFor avoidance of doubt, such number the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of TRSUs these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections. For avoidance of doubt, any Cash Severance benefits provided under Sections 3(d)(i) above or 3(d)(ii) below shall be deemed vested calculated prior to giving effect to any reduction in full and settled pursuant Base Salary or target Performance Bonus that would give rise to Section 4(a)your right to terminate for Good Reason. Additionally, with the “Vesting Date” meaning the Termination Date. (iiany Cash Severance benefits provided under Sections 3(d)(i) With respect above or 3(d)(ii) below shall be calculated prior to the PRSUs, in the event giving effect to any elected or agreed upon temporary forbearance from payment of the Participant’s Qualifying Termination prior to the completion of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ March 25, 2015 Page 5 Base Salary or Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination DateBonus. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Section 5(aIf (1) the Company terminates the Executive’s employment for any reason other than for Cause, Disability or death or (2) the Executive terminates employment for Good Reason (each, a “Qualifying Termination”), in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the 2014 Stock Option and Equity Compensation Plan of Columbia Banking System, Inc.): (i) With respect the Company shall pay to the TRSUsExecutive in a lump sum in cash within 30 days after the Date of Termination the aggregate of (1) the Executive’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination, in (2) the event Executive’s business expenses that have not been reimbursed by the Company as of the Participant’s Qualifying Date of Termination that were incurred by the Executive prior to the vesting Date of all tranches Termination in accordance with the applicable Company policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest Termination occurs if such bonus has been determined but not paid as of the Date of Termination Date. In such case, such number (the sum of TRSUs the amounts described in clauses (1) through (3) shall be deemed vested in full and settled pursuant hereinafter referred to Section 4(a), with as the “Vesting Date” meaning the Termination Date.Accrued Obligations”); (ii) With respect subject to Section 4(e), the Company shall pay to the PRSUs, Executive a cash severance benefit in an amount equal to two times the event of Executive’s Annual Base Salary (the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date“Severance Benefits”). The number of Earned PRSUs calculated Company shall pay the Severance Benefits in substantially equal installments in accordance with this the Company’s normal payroll policies over the two-year period following the Date of Termination; provided that the first payment shall be made on the 60th day following the Date of Termination and shall include all installments otherwise payable within such 60-day period; (iii) subject to Section 4(e), the Company shall pay to the Executive in a lump sum in cash a pro rata portion of any Annual Bonus earned for the year in which become vested will be pro-rated the Date of Termination occurs (with proration determined based on the number of days months in the Performance Period completed prior fiscal year in which the Executive is employed with the Company). The Company shall pay the prorated Annual Bonus at the same time as the Company pays annual bonuses to active employees (and no later than March 15 of the year following the fiscal year to which the Annual Bonus relates); (iv) subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Termination Date, and such proExecutive shall vest as follows: (1) a pro rata portion of any long-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) term incentive award that is not subject to performance-based vesting conditions shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Date of Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be (with proration determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days months in the Performance Period completed prior to applicable vesting period in which the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), Executive is employed with the “Vesting Date” being the Termination Date. All other rights Company) and (2) a pro rata portion of any long-term incentive award that is subject to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts performance-based vesting conditions shall be forfeited automatically and without further action vest as of the Termination Date.regularly scheduled vesting date based on actual performance (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company), and, in each case, any payment or delivery shall be made in respect of such awards within 60 days following vesting subject to compliance with Section 409A of the Code. For illustrative purposes only, if the Executive holds 96 restricted shares that are scheduled to vest over a four-year period (the “Illustrative Vesting Period”) and that are not subject to performance vesting, and the Executive’s employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (32 restricted shares) will vest upon the Executive’s termination (regardless of the vesting schedule set forth in the award and without duplication of any previous vesting) subject to Section 4(e) and the remaining 64 restricted shares will be forfeited; (v) With respect subject to Section 4(e), for the 24-month period immediately following the Date of Termination, the Company shall continue the health and welfare benefits provided to the OPRSUsExecutive and his dependents at the levels provided to active employees; provided that, if the Company determines that such continuation is not feasible without the payment of taxes or penalties or is not permissible under applicable law, the Company and the Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the event cost to the Company (collectively, the “Welfare Benefits”); and (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Participant’s Qualifying Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as of or after the completion of “Other Benefits”). As used in this Agreement, the Performance Period (but for purposes of this sentence, Qualifying Termination term “affiliated companies” shall include Retirement)any company controlled by, but prior to the last Vesting Date applicable to the Earned OPRSUs controlling or under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), common control with the “Vesting Date” being the Termination Date or the Determination Date, as applicableCompany.

Qualifying Termination. Notwithstanding Section 5(a): If, during the Term, (i) With respect Executive resigns for Good Reason or (ii) the Bank terminates Executive’s employment other than for Cause or Disability (each, a “Qualifying Termination”), then, subject to Section 6 hereof: (1) the Bank shall pay to Executive in a lump sum in cash within thirty (30) days after the date of termination, the exact payment date to be determined by the Bank, Executive’s Base Salary through the date of termination to the TRSUsextent not theretofore paid (the “Accrued Salary”), in the event of the Participant’s Qualifying Termination (ii) any earned and unpaid Annual Bonus for any year prior to the vesting year in which the date of all tranches termination occurs, and (iii) any unreimbursed business expenses incurred by Executive on or before the date of the TRSUs termination; (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs 2) Executive shall be deemed vested in full and settled pursuant entitled to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, receive a pro rata portion of the PRSUs Annual Bonus for the year in which may be the date of termination occurs, equal to (i) the Annual Bonus, if any, that would have been earned under the Award will become earnedby Executive for such year if he had remained employed on such payment date, with the actual number of Earned PRSUs determined based on actual performance through under applicable financial metrics, multiplied by (ii) a fraction, the end numerator of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on is the number of days in worked by Executive during such final year and the Performance Period completed prior to denominator of which is 365 (the Termination Date“Final Year Pro Rata Bonus”), and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) Final Year Pro Rata Bonus shall be deemed vested paid a single lump sum cash payment at the time such bonus awards are normally paid for such plan year; (3) the Bank shall pay to Executive an amount equal to the sum of (x) Executive’s then-current Base Salary plus (y) the average of the Annual Bonuses earned by Executive for each of the three (3) calendar years immediately preceding the year in full and settled pursuant to Section 4(a), with which the date of termination occurs (the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]Non-CIC Severance Payment”), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs during the period beginning three months prior to to, and ending eighteen (18) months after the Determination Dateclosing of, a Change in Control (as defined in Exhibit A attached hereto), then the PRSUs Bank shall remain outstanding until pay to Executive an amount equal to two (2) times the Determination Datesum of (i) Executive’s then-current Base Salary plus (ii) the average of the Annual Bonuses earned by Executive for each of the three calendar years immediately preceding the year in which the date of termination occurs (the “CIC Severance Payment”). Subject to Sections 6 and 11 hereof, the number of Earned PRSUsNon-CIC Severance Payment or the CIC Severance Payment, if anyas applicable, shall be determined paid in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as a single lump sum in cash within sixty (60) days following the date of termination (except that the excess of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with CIC Severance Payment over the “Vesting Date” being non-CIC Severance Payment on the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event date of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirementbe paid within sixty (60) days following the date of the closing of the relevant Change in Control if the termination of employment occurs during the period beginning three months prior to and ending on the date of the Change in Control), but prior the exact payment date to be determined by the Bank. For the avoidance of doubt, Executive shall not be entitled to receive both the CIC Severance Payment and the Non-CIC Severance Payment; (4) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the Code (COBRA), then for twenty-four (24)months following the date of termination (the “COBRA Reimbursement Period”), the Bank shall pay to Executive monthly payments (the “COBRA Payments”) of an amount equal to the last Vesting Date applicable excess of (a) the COBRA cost of such coverage over (b) the amount that Executive would have had to pay for such coverage if he had remained employed during the Earned OPRSUs under COBRA Reimbursement Period and paid the Award (i.e.active employee rate for such coverage, January 1, 20[ ]), all unvested Earned OPRSUs shall automatically less withholding for taxes and immediately vest as of the Termination Dateother similar items; provided, however, that (i) if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise, the Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; and (ii) the COBRA Reimbursement Period shall only run for the period during which Executive is eligible to elect health coverage under COBRA and timely elects such Qualifying Termination occurs prior coverage; (5) the Bank shall continue to pay (no less frequently than monthly) Executive’s long-term disability premiums and life insurance premiums for Executive for a period of twelve (12) months (the “Other Premium Payments”); and (6) to the Determination Dateextent not theretofore paid or provided, then the number Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of Earned OPRSUs, if any, the Bank and its affiliated companies (such other amounts and benefits shall be determined hereinafter referred to as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicableOther Benefits”).

Qualifying Termination. Notwithstanding Section 5(aUpon a Qualifying Termination, the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) With respect to the TRSUs, in the event twelve (12) months of the ParticipantExecutive’s Qualifying Termination prior then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the vesting of all tranches of “Cash Severance”). The Severance will be paid in a single lump-sum cash payment on Employer’s or the TRSUs (i.e, prior to January 1st of the third calendar year Employer’s successor’s first regular payroll date following the Effective Date), date on which the Release Obligation has been fulfilled. The Severance will be subject to all unvested TRSUs shall automatically applicable withholding and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date.deductions; and (ii) With respect a lump-sum cash amount, on Employer’s first regular payroll date following the date on which the Release Obligation has been fulfilled, equal to the PRSUsproduct of twelve (12) months, in multiplied by the event of the Participant’s Qualifying Termination prior grossed-up monthly premium pursuant to the completion Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), that Executive would be required to pay to continue the Performance Period, a portion group health coverage in effect on the Separation Date for Executive and any of the PRSUs Executive’s eligible dependents (which may amount will be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the premium for the first month of COBRA coverage) (the “COBRA Severance”); and (b) If, following the end of the month immediately preceding Bonus Year in which the Executive’s Qualifying Termination Dateoccurs, measured against the Performance Component based on actual performance through Board determines in good faith that the end of applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be Board and pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as date of the Termination Date. (iii) With respect to the PRSUs, in the event of the ParticipantExecutive’s Qualifying Termination as of or after (the completion of the Performance Period, but prior “Bonus Severance”). The Bonus Severance will be paid to the last Vesting Date applicable Executive pursuant to the Earned PRSUs under the Award (i.e.payment timing provisions set forth in Section 2.2, prior subject to January 1, 20[ ]), all unvested Earned PRSUs shall automatically applicable deductions and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablewithholdings. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.”

Qualifying Termination. Notwithstanding Section 5(aUpon a Qualifying Termination, the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) With respect to the TRSUs, in the event twelve (12) months of the ParticipantExecutive’s Qualifying Termination prior then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the vesting “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of all tranches of twelve (12) months (the TRSUs (i.e“Severance Period”), prior to January 1st of beginning no later than the third calendar year first regularly-scheduled payroll date following the Effective Date)sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all unvested TRSUs shall automatically applicable withholding and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date.deductions; and (ii) With respect If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the PRSUs, in insurer until the event earliest of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month immediately preceding of the Termination COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, measured against with the Performance Component based balance of the payments paid thereafter on actual performance through the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the month immediately preceding Bonus Year in which the Executive’s Qualifying Termination Date. The number of Earned PRSUs calculated occurs, the Board determines in accordance with this Section which become vested good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will be receive a Bonus, as so determined by the Board and pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as date of the Termination Date. (iii) With respect to the PRSUs, in the event of the ParticipantExecutive’s Qualifying Termination as of or after (the completion of the Performance Period, but prior “Bonus Severance”). The Bonus Severance will be paid to the last Vesting Date applicable Executive pursuant to the Earned PRSUs under the Award (i.e.payment timing provisions set forth in Section 2.2, prior subject to January 1, 20[ ]), all unvested Earned PRSUs shall automatically applicable deductions and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablewithholdings. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Section 5(aUpon a Qualifying Termination, the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) With respect to the TRSUs, in the event twelve (12) months of the ParticipantExecutive’s Qualifying Termination prior then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year “Cash Severance”). The Severance will be paid in a single lump-sum cash payment on Employer’s or Employer’s successor’s first regular payroll date following the Effective Date), date on which the Release Obligation has been fulfilled. The Severance will be subject to all unvested TRSUs shall automatically applicable withholding and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date.deductions; and (ii) With respect a lump-sum cash amount, on Employer’s or Employer’s successor’s first regular payroll date following the date on which the Release Obligation has been fulfilled, equal to the PRSUsproduct of twelve (12) months, in multiplied by the event of the Participant’s Qualifying Termination prior grossed-up monthly premium pursuant to the completion Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), that Executive would be required to pay to continue the Performance Period, a portion group health coverage in effect on the Separation Date for Executive and any of the PRSUs Executive’s eligible dependents (which may amount will be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the premium for the first month of COBRA coverage) (the “COBRA Severance”); and (b) If, following the end of the month immediately preceding Bonus Year in which the Executive’s Qualifying Termination Dateoccurs, measured against the Performance Component based on actual performance through Board determines in good faith that the end of applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be Board and pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as date of the Termination Date. (iii) With respect to the PRSUs, in the event of the ParticipantExecutive’s Qualifying Termination as of or after (the completion of the Performance Period, but prior “Bonus Severance”). The Bonus Severance will be paid to the last Vesting Date applicable Executive pursuant to the Earned PRSUs under the Award (i.e.payment timing provisions set forth in Section 2.2, prior subject to January 1, 20[ ]), all unvested Earned PRSUs shall automatically applicable deductions and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablewithholdings. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.”

Qualifying Termination. Notwithstanding Section 5(a): If, at any time during the Vesting Period, the Participant ceases to be employed by the Corporation or its Subsidiaries (the date of such termination of employment is referred to as the Participant’s “Severance Date”) as a result of (i) With the Participant’s death or Disability or (ii) a termination of employment by the Corporation or one of its Subsidiaries without Cause or by Participant for Good Reason (each as defined herein), then, subject to the following paragraph and the release requirement set forth in the last paragraph of this Section 8(a), (x) the Performance LTIP Units will remain outstanding during the remainder of the Vesting Period and will remain subject to Section 3, and (y) the Participant will vest with respect to the TRSUsnumber of Performance LTIP Units that would have vested in accordance with Section 3, if any, had the Participant remained employed until the end of the Vesting Period (subject to satisfaction of the underlying performance conditions). [For awards granted in 2022: In the event of that the Participant’s Qualifying Termination prior to employment terminates in the vesting of all tranches circumstances described in the preceding paragraph and the Severance Date occurs on or before the last day of the TRSUs (i.e, prior to January 1st second year of the third calendar year following Performance Period and on or before the Effective Severance Date), all unvested TRSUs shall automatically or after the Severance Date and immediately vest as before the last day of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion second year of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earnedan Interim Date (as defined in Exhibit A) has been or is established with respect to Peer Group I, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination DatePeer Group II or Peer Group III (as such term is defined in Exhibit A), measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed with respect to that Peer Group will end on such Interim Date (in the event there has been more than one Interim Date on or prior to the Termination Severance Date, the most recent Interim Date on or prior to the Severance Date; and in the event that there has been an Interim Date on or prior to the Severance Date, any new Interim Date after the Severance Date with respect to that Peer Group shall be disregarded) and there will be no new or additional measurement period with respect to such pro-rated number Peer Group after such Interim Date as otherwise provided for in Exhibit A. In such circumstances, the determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to such Peer Group for the Performance Period shall be made by the Committee based solely on performance through such applicable Interim Date, such determination to be made no later than March 15 of Earned PRSUs the year that follows the later of the Severance Date or the applicable Interim Date as to that Peer Group (and such determination to be the Committee Determination as to such Peer Group). In such circumstances, any associated PRSU Dividend Equivalent AmountPerformance LTIP Units corresponding to such Peer Group I that are not vested on the date of such Committee Determination (after giving effect to such Committee Determination) shall be deemed vested in full cancelled and settled forfeited. No additional Performance LTIP Units will vest pursuant to Section 4(a8(b) or Exhibit A with respect to performance after, or a Change in Control Event that occurs after, the applicable Interim Date.] Any benefit to the Participant pursuant to the preceding paragraphs of this Section 8 (other than in connection with the Participant’s death) is subject to the condition that (i) the Participant has fully executed a valid and effective release (in the form attached to the Severance Plan or, if such release is executed on or after a Change in Control Event, in the form attached to the CIC Severance Plan, or in either case such other form as the Committee may reasonably require in the circumstances, which other form shall be substantially similar to the form attached to the Severance Plan or the CIC Severance Plan, as the case may be, that would otherwise apply in the circumstances but with such changes as the Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable laws), with (ii) such executed release is delivered by the “Vesting Date” being Participant to the Termination Date. All other PRSUs Corporation so that it is received by the Corporation in the time period specified below, and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect such release is not revoked by the Participant (pursuant to any revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Participant’s release referred to in the preceding sentence must be delivered by the Participant to the PRSUs, in Corporation so that it is received by the event Corporation no later than twenty-five (25) calendar days after the Participant’s Severance Date (or such later date as may be required for an enforceable release of the Participant’s Qualifying Termination claims under the United States Age Discrimination in Employment Act of 1967, as of amended (“ADEA”), to the extent the ADEA is applicable in the circumstances, in which case the Participant will be provided with either twenty-one (21) or after forty-five (45) days, depending on the completion circumstances of the Performance Periodtermination, but prior to consider the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]release), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date. In addition, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of Corporation may require that the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may release be earned and granted under the Award will become earned and granted executed no later earlier than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Severance Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding If, during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 5(a6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) With respect The Company shall continue to the TRSUspay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the ParticipantBase Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s Qualifying Termination customary payroll practices during the Severance Period; provided, that no such payments ||| shall be made prior to the vesting of all tranches date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the TRSUs second (i.e, prior to January 1st of the third 2nd) such calendar year following (and any payments otherwise payable prior thereto shall instead be paid on the Effective Date)first regularly scheduled Company payroll date occurring in the latter such calendar year or, all unvested TRSUs shall automatically if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and immediately vest as of the Termination Date. In such irrevocable (in either case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting First Payroll Date” meaning the Termination Date”)). (ii) With respect The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the PRSUsContinued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of the Participanta resignation by Executive for Good Reason due to a material reduction in Executive’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Award will become earned, with the actual number of Earned PRSUs determined based on actual performance through the end of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if anyBase Salary, shall be determined the Base Salary in accordance with Section 2(b)effect immediately prior to such reduction) and (y) Annual Bonus, and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such in each case, such number of Earned PRSUs for the three (and any associated PRSU Dividend Equivalent Amount3) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than fiscal years ending immediately prior to the Participant’s fiscal year in which the Qualifying TerminationTermination occurs. For the avoidance of doubt, with in no event shall the actual number of Earned OPRSUs determined based on actual performance through the end sum of the calendar quarter immediately preceding Lump Sum Severance plus the Termination Date, measured against Continued Salary Severance exceed two (2) times the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination DateAverage Compensation. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Notwithstanding Section 5(a): If, during the Term, (i) With respect Executive resigns for Good Reason or (ii) the Bank terminates Executive’s employment other than for Cause or Disability (each, a “Qualifying Termination”), then, subject to Section 6 hereof: (1) the Bank shall pay to Executive in a lump sum in cash within thirty (30) days after the date of termination, the exact payment date to be determined by the Bank, Executive’s Base Salary through the date of termination to the TRSUsextent not theretofore paid (the “Accrued Salary”), in the event of the Participant’s Qualifying Termination (ii) any earned and unpaid Annual Bonus for any year prior to the vesting year in which the date of all tranches termination occurs, and (iii) any unreimbursed business expenses incurred by Executive on or before the date of the TRSUs termination; (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs 2) Executive shall be deemed vested in full and settled pursuant entitled to Section 4(a), with the “Vesting Date” meaning the Termination Date. (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, receive a pro rata portion of the PRSUs Annual Bonus for the year in which may be the date of termination occurs, equal to (i) the Annual Bonus, if any, that would have been earned under the Award will become earnedby Executive for such year if he had remained employed on such payment date, with the actual number of Earned PRSUs determined based on actual performance through under applicable financial metrics, multiplied by (ii) a fraction, the end numerator of the month immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on is the number of days in worked by Executive during such final year and the Performance Period completed prior to denominator of which is 365 (the Termination Date“Final Year Pro Rata Bonus”), and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) Final Year Pro Rata Bonus shall be deemed vested paid a single lump sum cash payment at the time such bonus awards are normally paid for such plan year; (3) the Bank shall pay to Executive an amount equal to the sum of (x) Executive’s then-current Base Salary plus (y) the average of the Annual Bonuses earned by Executive for each of the three (3) calendar years immediately preceding the year in full and settled pursuant to Section 4(a), with which the date of termination occurs (the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]Non-CIC Severance Payment”), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs during the period beginning three months prior to to, and ending eighteen (18) months after the Determination Dateclosing of, a Change in Control (as defined in Exhibit A attached hereto), then the PRSUs Bank shall remain outstanding until pay to Executive an amount equal to two (2) times the Determination Datesum of (i) Executive’s then-current Base Salary plus (ii) the average of the Annual Bonuses earned by Executive for each of the three calendar years immediately preceding the year in which the date of termination occurs (the “CIC Severance Payment”). Subject to Sections 6 and 12 hereof, the number of Earned PRSUsNon-CIC Severance Payment or the CIC Severance Payment, if anyas applicable, shall be determined paid in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as a single lump sum in cash within sixty (60) days following the date of termination (except that the excess of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with CIC Severance Payment over the “Vesting Date” being non-CIC Severance Payment on the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event date of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirementbe paid within sixty (60) days following the date of the closing of the relevant Change in Control if the termination of employment occurs during the period beginning three months prior to and ending on the date of the Change in Control), but prior the exact payment date to be determined by the Bank. For the avoidance of doubt, Executive shall not be entitled to receive both the CIC Severance Payment and the Non-CIC Severance Payment; (4) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the Code (COBRA), then for twelve (12) months following the date of termination (the “COBRA Reimbursement Period”), the Bank shall pay to Executive monthly payments (the “COBRA Payments”) of an amount equal to the last Vesting Date applicable excess of (a) the COBRA cost of such coverage over (b) the amount that Executive would have had to pay for such coverage if he had remained employed during the Earned OPRSUs under COBRA Reimbursement Period and paid the Award (i.e.active employee rate for such coverage, January 1, 20[ ]), all unvested Earned OPRSUs shall automatically less withholding for taxes and immediately vest as of the Termination Dateother similar items; provided, however, that (i) if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise, the Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; and (ii) the COBRA Reimbursement Period shall only run for the period during which Executive is eligible to elect health coverage under COBRA and timely elects such Qualifying Termination occurs prior coverage; (5) the Bank shall continue to pay (no less frequently than monthly) Executive’s long-term disability premiums and life insurance premiums for Executive for a period of twelve (12) months (the “Other Premium Payments”); and (6) to the Determination Dateextent not theretofore paid or provided, then the number Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of Earned OPRSUs, if any, the Bank and its affiliated companies (such other amounts and benefits shall be determined hereinafter referred to as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicableOther Benefits”).

Qualifying Termination. Notwithstanding In addition, if Executive experiences a Qualifying Termination then, subject to Section 5(a):2(e) hereof and Executive’s continued compliance with his obligations under Sections 4 - 7 hereof, Executive shall be entitled to receive: (i) With respect an amount in cash equal to the TRSUsBase Salary, disregarding any reduction in salary giving rise to Good Reason, payable in substantially equal installments in accordance with the event Company’s normal payroll procedures (but not less frequently than monthly) over the 18-month period following the Date of Termination (the “Salary Severance”); provided, that such Salary Severance payments shall commence on the first payroll date following the effective date of the Participant’s Qualifying Termination Release, and amounts otherwise payable prior to the vesting of all tranches of the TRSUs (i.e, prior to January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs first payroll date shall be deemed vested in full and settled pursuant to Section 4(a), with paid on the “Vesting Date” meaning the Termination Date.first payroll date without interest thereon; (ii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a pro-rata portion of Executive’s Annual Bonus for the PRSUs calendar year in which may be earned under the Award will become earnedDate of Termination occurs, with had Executive remained employed through the actual number of Earned PRSUs determined payment date and based on actual the achievement of any applicable performance through the end of the month immediately preceding the Termination Dategoals or objectives, measured against the Performance Component based on actual performance through the end of the month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which become vested will be pro-rated based on the number of days during such calendar year that Executive was employed by the Company, payable in a single cash lump sum on the Performance Period completed prior date on which annual bonuses are paid to the Termination DateCompany’s senior executives generally for such calendar year, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as but no later than March 15 of the calendar year following the calendar year in which the Date of Termination Date.occurs; (iii) With respect subject to Executive’s valid and timely election to continue healthcare coverage under Code Section 4980B and the regulations thereunder, the Company shall pay Executive after such termination of employment, on a monthly basis, an amount equal to the PRSUs, in the event monthly amount of the ParticipantCOBRA continuation coverage premium for such month, at the same level and cost to Executive as immediately preceding the Date of Termination, under the Company group health plan in which Executive participated immediately preceding the Date of Termination, less the amount of Executive’s Qualifying Termination portion of such monthly premium as in effect immediately preceding the Date of or Termination, until the earlier of (A) 18 months after the completion Date of Termination; and (B) the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically date on which Executive and immediately vest as of the Termination Datehis family have obtained other substantially similar healthcare coverage; provided, however, that if (x) any plan pursuant to which such Qualifying Termination occurs benefits are provided is not, or ceases prior to the Determination Dateexpiration of the period of continuation coverage to be, then exempt from the PRSUs shall remain outstanding until the Determination Date, the number application of Earned PRSUs, if any, shall be determined in accordance with Code Section 2(b409A under Treasury Regulation Section 1.409A-1(a)(5), and all Earned PRSUs shall automatically and immediately vest as of or (y) the Determination Date. In such caseCompany is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), with then, in either case, each remaining premium payment under this this sentence shall thereafter be paid to Executive in substantially equal monthly installments over the “Vesting Date” being the Termination Date period specified in subsections (A) and (B) (or the Determination Date, as applicable.remaining portion thereof); (iv) With except as otherwise explicitly set forth in an individual award agreement evidencing a Time-Based Equity Award, each outstanding Time-Based Equity Award held by Executive as of the Date of Termination, other than any outstanding restricted stock units granted pursuant to that certain Restricted Stock Unit Award Agreement, by and between Executive and HoldCo dated December 27, 2017 (the “▇▇▇▇ ▇▇▇ Agreement” and such restricted stock units, the “2017 RSUs”), shall vest and, as applicable, become exercisable with respect to the OPRSUs, number of shares underlying the Time-Based Equity Award that would otherwise have vested had Executive remained in continuous employment with the event Company through the 18-month anniversary of the Participant’s Qualifying Termination prior Date of Termination, and assuming that the vesting schedule applicable to such Time-Based Equity Award is in substantially equal monthly installments through the completion vesting period. Each outstanding Equity Award held by Executive as of the Performance Period, Date of Termination that is not a portion of the OPRSUs which may Time-Based Equity Award shall be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The number of Earned OPRSUs calculated treated in accordance with this Section which become vested will be pro-rated based on the number of days in the Performance Period completed prior to the Termination Date, terms and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as conditions of the Termination Date.applicable award agreement and the Plan; and (v) With respect any outstanding stock options covering the Class A common stock of HoldCo held by Executive on the Date of Termination, to the OPRSUs, in the event of the Participant’s Qualifying Termination extent vested as of or after in connection with the completion Qualifying Termination, shall remain exercisable until the three-year anniversary of the Performance Period (but for purposes Date of this sentence, Qualifying Termination shall include Retirement)Termination, but prior to in no event beyond the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as outside expiration date of the Termination Date; provided, however, that if each such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2(c), and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicablestock option.