Common use of Termination of Continuous Service Clause in Contracts

Termination of Continuous Service. (a) If the Participant’s Continuous Service as an Employee is terminated for any reason other than (i) death, (ii) Disability, (iii) termination by the Company and its Subsidiaries without Cause (as defined below) or (iv) termination by the Participant for Good Reason (if and to the extent applicable and defined below), the Participant shall, for no consideration, forfeit to the Company all unvested RSUs (i.e., such RSUs as are subject to a Period of Restriction) as of the date of his or her termination of Continuous Service. Upon forfeiture, the Participant shall have no further rights with respect to such RSUs. If the Participant’s Continuous Service as an Employee terminates due to the Participant’s death or Disability, or is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason (if and to the extent applicable and defined below), while RSUs are unvested (i.e., subject to a Period of Restriction), the Period of Restriction with respect to such RSUs shall lapse and all unvested RSUs shall vest and become free of the forfeiture and transfer restrictions described herein, on the date of the Participant’s termination of Continuous Service for such reason. (b) For purposes of the Agreement, the term “Cause” shall have the meaning ascribed to such term in the Company’s Executive Severance Plan of February 26, 2025 (as may be modified or amended, the “Severance Plan”); provided, that if the Participant is not a participant in (and a party to an agreement under) the Severance Plan at the time of the applicable termination of Continuous Service, the term “Cause” shall have the same meaning as provided in the Plan. For clarity, the Committee has sole discretion under this Agreement to determine whether a Participant is a participant in and a party to an agreement under the Severance Plan.

Termination of Continuous Service. (a) If 3.1 Except as otherwise expressly provided in this Award Agreement, any employment or similar agreement between the ParticipantCompany and the Grantee or the Plan, if the Grantee’s Continuous Service as an Employee is terminated terminates for any reason other than at any time during the Vesting Period, the Grantee’s unvested Restricted Stock Units shall be automatically forfeited upon such termination of Continuous Service and neither the Company nor any Related Entity shall have any further obligations to the Grantee under this Award Agreement. 3.2 Notwithstanding Section 3.1 and subject to Section 11(a)(ii) of the Plan or any provision in any employment or similar agreement between the Company and the Grantee that provides for greater vesting entitlements (i) deathwhich, (ii) Disabilityif applicable, (iii) shall control), if the Grantee’s Continuous Service terminates during the Vesting Period due to the Grantee’s death or a termination by the Company and its Subsidiaries without other than for Cause (as including, for clarity, a termination by the Company due to the Grantee’s Disability), the Grantee will vest on the termination date in that number of Restricted Stock Units, which, equals the product of the total number of Restricted Stock Units awarded pursuant to the Award, multiplied by a fraction, the numerator of which equals the number of days that the Grantee was in Continuous Service during the Vesting Period and the denominator of which equals the total number of days in the Vesting Period, minus any Restricted Stock Units that previously vested; provided, however, that (i) if the Grantee is Retirement Eligible (defined below) or (iv) termination by the Participant for Good Reason (if and to the extent applicable and defined below), the Participant shall, for no consideration, forfeit to the Company all unvested RSUs (i.e., such RSUs as are subject to a Period of Restriction) as of the date of his or her termination of Continuous Service. Upon forfeiture, the Participant shall have no further rights with respect to such RSUs. If the Participant’s Continuous Service as an Employee terminates due to the Participant’s death or Disability, or is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason (if and to the extent applicable and defined below), while RSUs are unvested (i.e., subject to a Period of Restriction), the Period of Restriction with respect to such RSUs shall lapse and all unvested RSUs shall vest and become free of the forfeiture and transfer restrictions described herein, on the date of the Participant’s termination of Continuous Service for such reason. (b) For purposes of the Agreement, the term “Cause” shall have the meaning ascribed to such term in the Company’s Executive Severance Plan of February 26, 2025 (as may be modified or amended, the “Severance Plan”); provided, that if the Participant is not a participant in (and a party to an agreement under) the Severance Plan at the time of the applicable any termination of Grantee’s Continuous ServiceService due to death, or termination by the Company without Cause (including a termination by the Company due to the Grantee’s Disability) or (ii) if the Grantee voluntarily resigns while Retirement Eligible (so long as the Grantee has not previously received a notice of termination by the Company for Cause), the term “Cause” shall have Grantee will vest on the same meaning as provided termination date in the Planall unvested Restricted Stock Units. For claritypurposes of this Award Agreement, Retirement Eligible means Grantee is at least 65 years old and has remained in Continuous Service with the Committee has sole discretion under this Agreement to determine whether a Participant is a participant in and a party to an agreement under Company for at least one (1) year following the Severance PlanGrant Date.

Termination of Continuous Service. (a) If the ParticipantOptionee’s Continuous Service as an Employee is terminated terminates for any reason other than reason, this Option, to the extent not then vested, shall immediately terminate without consideration. Notwithstanding the foregoing, if (i) death, (ii) Disability, (iii) termination by the Company and its Subsidiaries without Cause (as defined below) or (iv) termination by the Participant for Good Reason (if and to the extent applicable and defined below), the Participant shall, for no consideration, forfeit to the Company all unvested RSUs (i.e., such RSUs as are subject to a Period of Restriction) as of the date of his or her termination of Continuous Service. Upon forfeiture, the Participant shall have no further rights with respect to such RSUs. If the ParticipantOptionee’s Continuous Service as an Employee terminates due to the Participant’s death or Disability, or is terminated by the Company or a Subsidiary for Disability, (ii) the Optionee dies, (iii) a Change in Control occurs in which the Option is not continued, assumed, or replaced with an economically equivalent equity award that contains substantially comparable terms and its Subsidiaries without Cause conditions (including vesting) as set forth in this Agreement, or (iv) (x) the Optionee resigns for “Good Reason” or (y) the Optionee leaves the service of the Company or a Subsidiary under circumstances determined by the Participant Compensation and People Committee (the “Committee”) to be for the convenience of the Company, in each case within 24 months following a Change in Control, then the Optionee shall be deemed to have vested in all of the Common Shares subject to this Option. For purposes of this Agreement, “Disability” means the occurrence of either of the following: (i) the Optionee becoming unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) the Optionee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the Company’s accident and health plan for employees of the Company. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without the Optionee’s written consent: (i) a material adverse change in the Optionee's title, position, duties, authorities, and responsibilities; (ii) a material reduction in the Optionee's annual base salary or bonus opportunity; or (iii) relocation of the Optionee's primary work location by more than 50 miles from his or her then current location. A resignation for Good Reason will not occur unless: (if x) the Optionee provides the Company with a written notice detailing the specific circumstances 1 NTD: Insert Market Value per Share on the Date of Grant. alleged to constitute Good Reason within 90 days after the first occurrence of such circumstances, (y) the Company fails to cure such Good Reason event(s) in all material respects within 30 days following receipt of such notice to cure, and (z) following the Company's failure to cure during the extent applicable and defined below), while RSUs are unvested (i.e., subject to a Period of Restriction)30-day cure period, the Period Optionee terminates employment no later than 90 days after the expiration of Restriction with respect to such RSUs shall lapse and all unvested RSUs shall vest and become free of the forfeiture and transfer restrictions described herein, on the date of the Participant’s termination of Continuous Service for such reasonperiod. (b) For purposes of the Agreement, the term “Cause” shall have the meaning ascribed to such term in the Company’s Executive Severance Plan of February 26, 2025 (as may be modified or amended, the “Severance Plan”); provided, that if the Participant is not a participant in (and a party to an agreement under) the Severance Plan at the time of the applicable termination of Continuous Service, the term “Cause” shall have the same meaning as provided in the Plan. For clarity, the Committee has sole discretion under this Agreement to determine whether a Participant is a participant in and a party to an agreement under the Severance Plan.

Termination of Continuous Service. (ai) If the ParticipantRecipient’s Continuous Service as an Employee is terminated by the Company or an Affiliate or by the Recipient for any reason (other than (i) deathas a result of the Recipient’s death or Disability), (ii) whether voluntarily or involuntarily, in each case, prior to the Determination Date, no additional PSUs shall become vested PSUs following such termination of Continuous Service and any unvested PSUs shall be forfeited upon termination of the Recipient’s Continuous Service; provided, however, that if the Recipient’s Continuous Service terminates as a result of the Recipient’s death or Disability, (iii) termination by any unvested PSUs shall instead be forfeited on the Company and its Subsidiaries without Cause (as defined below) or (iv) termination by seventh business day following the Participant for Good Reason (if and to the extent applicable and defined below), the Participant shall, for no consideration, forfeit to the Company all unvested RSUs (i.e., such RSUs as are subject to a Period of Restriction) as of the date of his or her Recipient’s termination of Continuous Service. Upon forfeiture, the Participant shall have no further rights with respect Any determination under this Agreement as to such RSUs. If the Participant’s Continuous Service status or other matters referred to above shall be made in good faith by the Board, whose decision shall be final and binding on all parties. (ii) For purposes hereof, Continuous Service shall not be considered as an Employee terminates due to the Participant’s death or Disabilityhaving terminated during any military leave, sick leave, or is terminated other leave of absence, in each case if approved in writing by the Company or an Affiliate and its Subsidiaries without Cause if such written approval, or applicable law, obligates the Company or an Affiliate (by contract or applicable law) to continue the Continuous Service of the Recipient after the approved period of absence (an “Approved Leave of Absence”). In the event of an Approved Leave of Absence, vesting of the PSUs shall be suspended (and all subsequent vesting dates shall be postponed by the Participant for Good Reason (if and to the extent applicable and defined below), while RSUs are unvested (i.e., subject to a Period of Restriction), the Period of Restriction with respect to such RSUs shall lapse and all unvested RSUs shall vest and become free length of the forfeiture and transfer restrictions described herein, on the date period of the Participant’s termination Approved Leave of Continuous Service for such reason. (bAbsence) For purposes of the Agreement, the term “Cause” shall have the meaning ascribed to such term unless otherwise provided in the Company’s Executive Severance Plan or Affiliate’s written approval of February 26the leave of absence that specifically refers to this Agreement. (iii) For purposes hereof, 2025 Continuous Service will be deemed terminated as of the date the Recipient is no longer actively providing services to the Company or any of its Affiliates (as may regardless of the reason for such termination and whether or not later found to be modified invalid or amendedin breach of labor laws in the jurisdiction where the Recipient is employed or otherwise providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise determined by the Company, the Recipient’s right to vest in the Award, if any, will terminate as of such date and will not be extended by any notice period or any period of “Severance Plangarden leave” or similar period mandated under labor laws in the jurisdiction where the Recipient is employed or otherwise providing services or the terms of the Recipient’s employment or service agreement, if any). (iv) Notwithstanding anything in the Plan to the contrary, and unless otherwise determined by the Company, for purposes hereof, Continuous Service shall be deemed terminated if the Recipient’s service to the Company or an Affiliate and/or the Recipient’s residency is transferred to another country for any reason after the Award’s grant date (such a transfer, a “Country Transfer”); provided, that and the Recipient’s right to vest in the Award, if any, shall terminate immediately upon such Country Transfer. Notwithstanding the Participant is foregoing, (x) the termination of the Recipient’s Continuous Service for purposes of the Award upon a Country Transfer will not necessarily be deemed a termination of the Recipient’s service to the Company or an Affiliate for all other purposes, including, but not limited to, pursuant to any employment, severance or service contract by and between the Recipient and the Company or an Affiliate or for purposes of employee benefits and other similar employment-related entitlements, and (y) whether or not a participant termination of the Recipient’s service to the Company or an Affiliate has occurred upon a Country Transfer for purposes of any other such arrangement will depend on the specific terms thereof as determined by the Company. (v) Notwithstanding anything in the Plan to the contrary, for purposes hereof, Continuous Service shall include service provided by the Recipient to the Company or an Affiliate as a Consultant pursuant to a consulting arrangement between the Recipient and the Company or Affiliate, provided that (x) any such period of service as a Consultant immediately follows the Recipient’s termination of employment with the Company or Affiliate or termination as a Director, in each case without any interruption, and a party to an agreement under(y) the Severance Plan at terms of this Section 2(b)(v) are provided for in a written consulting agreement executed by the time of the applicable termination of Continuous Service, the term “Cause” shall have the same meaning as provided in the Plan. For clarity, the Committee has sole discretion under Company or Affiliate that specifically refers to this Agreement to determine whether a Participant is a participant in and a party to an agreement under the Severance PlanAgreement.

Termination of Continuous Service. 3.1 If Participant’s Continuous Service is terminated, Options will remain exercisable as follows: (a) If the Participant’s Continuous Service as an Employee is terminated for any reason other than (i) death, (ii) Disability, (iii) termination by the Company and its Subsidiaries without Cause (as defined below) or (iv) termination by the Participant for Good Reason (if and to the extent applicable and defined below), the Participant shall, for no consideration, forfeit to the Company all unvested RSUs (i.e., such RSUs as are subject to a Period of Restriction) as of the date of his or her termination of Continuous Service. Upon forfeiture, the Participant shall have no further rights with respect to such RSUs. If the Participant’s Continuous Service as an Employee terminates due to the Participant’s death or Disability, or is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason (if and to the extent applicable and defined below), while RSUs are unvested (i.e., subject to a Period of Restriction), the Period of Restriction with respect to such RSUs shall lapse and all unvested RSUs shall vest and become free of the forfeiture and transfer restrictions described herein, on the date of the Participant’s termination of Continuous Service is due to death, all unvested Options will terminate and all vested Options will be exercisable by Participant’s designated beneficiary, or if none, the person(s) to whom such Participant’s rights under the Option are transferred by will or the laws of descendent and distribution for 1 year following the Termination Date (but in no event beyond the term of the Option); provided, that, if the Option is a Nonqualified Stock Option, Participant’s designated beneficiary, or if none, the person(s) to whom such reasonParticipant’s rights under the Option are transferred by will or the laws of descent and distribution will have at least 1 year from the Termination Date to exercise such vested Option. (b) For purposes If Participant’s termination of Continuous Service is due to Disability, all unvested Options will terminate and all vested Options will be exercisable by Participant for 1 year following the Termination Date (but in no event beyond the term of the AgreementOption). (c) If Participant’s termination of Continuous Service is due to termination for Cause, the Option will terminate on the Termination Date, regardless of whether the Option was then exercisable. (d) If Participant’s termination of Continuous Service is due to any other reason, all unvested Options will terminate on the Termination Date and all Options (to the extent exercisable as of the Termination Date) will be exercisable for a period of 3 months following such Termination Date (but in no event beyond the term “Cause” shall have of the meaning ascribed to such term Option) and will thereafter terminate. The Participant’s status as an employee will not be considered terminated in the Company’s Executive Severance Plan case of February 26, 2025 leave of absence agreed to in writing by the Company (as may be modified or amended, the “Severance Plan”including but not limited to military and sick leave); provided, that if that, such leave is for a period of not more than 3 months or reemployment upon expiration of such leave is guaranteed by contract or statute. 3.2 Nothing in the Plan or this Agreement will confer on Participant is not a participant any right to the continuation of service with the Company, or any of its Subsidiaries, or interfere in (and a party to an agreement under) any way with the Severance Plan at the time right of the applicable termination of Company or its Subsidiaries to terminate his or her Continuous Service, the term “Cause” shall have the same meaning as provided in the Plan. For clarity, the Committee has sole discretion under this Agreement to determine whether a Participant is a participant in and a party to an agreement under the Severance PlanService at any time.

Termination of Continuous Service. 3.1. If Participant’s Continuous Service is terminated, this Option will remain exercisable as follows: (a) If the Participant’s Continuous Service as an Employee is terminated for any reason other than (i) death, (ii) Disability, (iii) termination by the Company and its Subsidiaries without Cause (as defined below) or (iv) termination by the Participant for Good Reason (if and to the extent applicable and defined below), the Participant shall, for no consideration, forfeit to the Company all unvested RSUs (i.e., such RSUs as are subject to a Period of Restriction) as of the date of his or her termination of Continuous Service. Upon forfeiture, the Participant shall have no further rights with respect to such RSUs. If the Participant’s Continuous Service as an Employee terminates due to the Participant’s death or Disability, or is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason (if and to the extent applicable and defined below), while RSUs are unvested (i.e., subject to a Period of Restriction), the Period of Restriction with respect to such RSUs shall lapse and all unvested RSUs shall vest and become free of the forfeiture and transfer restrictions described herein, on the date of the Participant’s termination of Continuous Service is due to death, all unvested Shares will terminate and all vested Shares will be exercisable by Participant’s designated beneficiary, or if none, the person(s) to whom such Participant’s rights under this Option are transferred by will or the laws of descent and distribution for such reasonone (1) year following the Termination Date (but in no event beyond the term of this Option). (b) For purposes If Participant’s termination of Continuous Service is due to Disability (as such term is defined in Participant’s Employment Agreement with the Company dated as of the date hereof (the “Employment Agreement”)), all unvested Shares will terminate and all vested Shares will be exercisable by Participant for one (1) year following the Termination Date (but in no event beyond the term of this Option). (c) If Participant’s termination of Continuous Service is due to termination for Cause (as such term is defined in the Employment Agreement) or voluntary termination without Good Reason (as such term is defined in the Employment Agreement) by Participant, the Shares will terminate on the Termination Date, regardless of whether the Shares were then exercisable. (d) If Participant’s termination of Continuous Service is due to any other reason, all unvested Shares will terminate on the Termination Date and all Shares (to the extent exercisable as of the Termination Date) will be exercisable for a period of three (3) months following such Termination Date (but in no event beyond the term “Cause” shall have the meaning ascribed to such term of this Option) and will thereafter terminate. Participant’s status as an employee will not be considered terminated in the Company’s Executive Severance Plan case of February 26, 2025 leave of absence agreed to in writing by the Company (as may be modified or amended, the “Severance Plan”including but not limited to military and sick leave); provided, that if that, such leave is for a period of not more than three (3) months or reemployment upon expiration of such leave is guaranteed by contract or statute. 3.2. Nothing in the Plan or this Agreement will confer on Participant is not a participant any right to the continuation of service with the Company, or any of its Subsidiaries, or interfere in (and a party to an agreement under) any way with the Severance Plan at the time right of the applicable termination of Company or its Subsidiaries to terminate her Continuous Service, the term “Cause” shall have the same meaning as provided in the Plan. For clarity, the Committee has sole discretion under this Agreement to determine whether a Participant is a participant in and a party to an agreement under the Severance PlanService at any time.

Termination of Continuous Service. 10.1 3.1. If Participant’s Continuous Service is terminated, the Options will remain exercisable as follows: (a) If the Participant’s Continuous Service as an Employee is terminated for any reason other than (i) death, (ii) Disability, (iii) termination by the Company and its Subsidiaries without Cause (as defined below) or (iv) termination by the Participant for Good Reason (if and to the extent applicable and defined below), the Participant shall, for no consideration, forfeit to the Company all unvested RSUs (i.e., such RSUs as are subject to a Period of Restriction) as of the date of his or her termination of Continuous Service. Upon forfeiture, the Participant shall have no further rights with respect to such RSUs. If the Participant’s Continuous Service as an Employee terminates due to the Participant’s death or Disability, or is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason (if and to the extent applicable and defined below), while RSUs are unvested (i.e., subject to a Period of Restriction), the Period of Restriction with respect to such RSUs shall lapse and all unvested RSUs shall vest and become free of the forfeiture and transfer restrictions described herein, on the date of the Participant’s termination of Continuous Service is due to death, all unvested Options will terminate and all vested Options will be exercisable by Participant’s designated beneficiary, or if none, the person(s) to whom such Participant’s rights under the Option are transferred by will or the laws of descendent and distribution for such reasonone (1) year following the Termination Date (but in no event beyond the term of the Option). (b) For purposes If Participant’s termination of Continuous Service is due to Disability (as such term is defined in Participant’s Employment Agreement with the Company dated as of the date hereof (the “Employment Agreement”)), all unvested Options will terminate and all vested Options will be exercisable by Participant for one (1) year following the Termination Date (but in no event beyond the term of the Option). (c) If Participant’s termination of Continuous Service is due to termination for Cause (as such term is defined in the Employment Agreement) or voluntary termination without Good Reason (as such term is defined in the Employment Agreement) by the Participant, the Options will terminate on the Termination Date, regardless of whether the Options were then exercisable. (d) If Participant’s termination of Continuous Service is due to any other reason, all unvested Options will terminate on the Termination Date and all Options (to the extent exercisable as of the Termination Date) will be exercisable for a period of three (3) months following such Termination Date (but in no event beyond the term “Cause” shall have of the meaning ascribed to such term Option) and will thereafter terminate. Participant’s status as an employee will not be considered terminated in the Company’s Executive Severance Plan case of February 26, 2025 leave of absence agreed to in writing by the Company (as may be modified or amended, the “Severance Plan”including but not limited to military and sick leave); provided, that if that, such leave is for a period of not more than three (3) months or reemployment upon expiration of such leave is guaranteed by contract or statute. 10.6 3.2. Nothing in the Plan or this Agreement will confer on Participant is not a participant any right to the continuation of service with the Company, or any of its Subsidiaries, or interfere in (and a party to an agreement under) any way with the Severance Plan at the time right of the applicable termination of Company or its Subsidiaries to terminate his Continuous Service, the term “Cause” shall have the same meaning as provided in the Plan. For clarity, the Committee has sole discretion under this Agreement to determine whether a Participant is a participant in and a party to an agreement under the Severance PlanService at any time.

Termination of Continuous Service. The Option shall not be exercised unless the Participant is, at the time of exercise, an Employee or in Continuous Service as described in the Plan and has been in Continuous Service since the date the Option was granted, subject to the following: (a) If The employment or service relationship of the Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave of absence, provided that the period of such leave does not exceed three months, or, if longer, as long as the Participant’s Continuous Service right to reemployment or service is guaranteed either by statute or by contract. The employment or service relationship of the Participant shall also be treated as an Employee continuing intact while the Participant is not in active service because of Disability to the extent permitted by Applicable Laws. The Committee shall determine whether the Participant is disabled under the Plan and, if applicable, the Participant’s Termination Date. (b) If the employment or service of the Participant is terminated because of Disability or death, the Option may be exercised only to the extent vested and exercisable on the Participant’s Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the one-year period following the Termination Date; or (Y) the close of the Option Period. In the event of the Participant’s death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (c) If the employment or service of the Participant is terminated for any reason other than (i) death, (ii) Disability, (iii) termination by the Company and its Subsidiaries without Cause (as defined below) or (iv) termination by the Participant for Good Reason (if and to the extent applicable and defined below)Cause, the Participant shall, for no consideration, forfeit to the Company all unvested RSUs (i.e., such RSUs as are subject to a Period of Restriction) as of the date of his or her termination of Continuous Service. Upon forfeiture, the Participant shall have no further rights with respect to such RSUs. If the Participant’s Continuous Service as an Employee terminates due to the Participant’s death or Disability, or is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason (if and to the extent applicable and defined below), while RSUs are unvested (i.e., subject to a Period of Restriction), the Period of Restriction with respect to such RSUs Option shall lapse and all unvested RSUs shall vest and become free no longer be exercisable as of Participant’s Termination Date, as determined by the Committee. For purposes of the forfeiture and transfer restrictions described hereinAgreement, on the date of “Cause” shall mean the Participant’s termination of Continuous Service resulting from the Participant’s: (i) termination for “cause” as defined under the Participant’s employment, consulting or other agreement, if any, with the Company or an Affiliate; or (ii) if the Participant has not entered into any such reason. employment, consulting or other agreement (bor if any such agreement does not define a “cause” termination), then the Participant’s termination shall be for “Cause” if termination results due to the Participant’s: (A) For purposes personal dishonesty; (B) gross incompetence; (C) willful misconduct; (D) breach of a fiduciary duty involving personal profit; (E) intentional failure to perform stated duties; (F) willful violation of any law, rule, regulation (other than minor traffic violations or similar offenses), written Company policy or final cease-and-desist order; (G) conviction of a felony or a misdemeanor involving moral turpitude; (H) unethical business practices in connection with the Company’s business; (I) misappropriation of the Agreement, Company’s assets; or (J) engaging in any conduct that could be materially damaging to the term Company without a reasonable good faith belief that such conduct was in the best interest of the Company. The determination of “Cause” shall be made by the Committee and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant’s employment or service shall be deemed to have terminated for Cause if, after the meaning ascribed to such term Participant’s employment or service has terminated, facts and circumstances are discovered that would have justified, in the Company’s Executive Severance Plan of February 26, 2025 (as may be modified or amended, the “Severance Plan”); provided, that if the Participant is not a participant in (and a party to an agreement under) the Severance Plan at the time opinion of the applicable Committee, a termination of Continuous Service, the term “for Cause” shall have the same meaning as provided in the Plan. For clarity, the Committee has sole discretion under this Agreement to determine whether a Participant is a participant in and a party to an agreement under the Severance Plan.

Termination of Continuous Service. (a) If In the event of the Participant’s Continuous Service as an Employee is terminated for any reason other than (i) death, (ii) Disability, (iii) termination by the Company and its Subsidiaries without Cause (as defined below) or (iv) termination by the Participant for Good Reason (if and to the extent applicable and defined below), the Participant shall, for no consideration, forfeit to the Company all unvested RSUs (i.e., such RSUs as are subject to a Period of Restriction) as of the date of his or her termination of Continuous Service. Upon forfeiture, the Participant shall have no further rights with respect to such RSUs. If the Participant’s Continuous Service as an Employee terminates due to the Participant’s death or Disability, or is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason (if and Option may be exercised only to the extent applicable vested and defined below), while RSUs are unvested (i.e., subject to a Period of Restriction), the Period of Restriction with respect to such RSUs shall lapse and all unvested RSUs shall vest and become free of the forfeiture and transfer restrictions described herein, exercisable on the date of the Participant’s Termination Date (unless the termination was for Cause), and the Option must be exercised, if at all, prior to the first to occur of Continuous Service the following, as applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option Period. If the services of such a Participant are terminated for such reason. (b) Cause, the Participant’s Option shall lapse and no longer be exercisable as of Participant’s Termination Date, as determined by the Committee. For purposes of the this Agreement, the term “Cause” shall have mean the meaning ascribed Participant’s termination of service or employment resulting from the Participant’s: (i) termination for “cause” as defined under the Participant’s consulting or other agreement, if any, with the Company or an Affiliate; or (ii) if the Participant has not entered into any such consulting or other agreement (or if any such agreement does not define a “cause” termination), then the Participant’s termination shall be for “Cause” if termination results due to such term the Participant’s: (A) personal dishonesty; (B) gross incompetence; (C) willful misconduct; (D) breach of a fiduciary duty involving personal profit; (E) intentional failure to perform stated duties; (F) willful violation of any law, rule, regulation (other than minor traffic violations or similar offenses), written Company policy or final cease-and-desist order; (G) conviction of a felony or a misdemeanor involving moral turpitude; (H) unethical business practices in connection with the Company’s Executive Severance Plan of February 26, 2025 business; (as may be modified or amended, the “Severance Plan”); provided, that if the Participant is not a participant in (and a party to an agreement underI) the Severance Plan at the time misappropriation of the applicable termination Company’s assets; or (J) engaging in any conduct that could be materially damaging to the Company without a reasonable good faith belief that such conduct was in the best interest of Continuous Service, the term Company. The determination of “Cause” shall be made by the Committee and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant’s employment or service shall be deemed to have terminated for Cause if, after the same meaning as provided Participant’s employment or service has terminated, facts and circumstances are discovered that would have justified, in the Plan. For clarityopinion of the Committee, the Committee has sole discretion under this Agreement to determine whether a Participant is a participant in and a party to an agreement under the Severance Plantermination for Cause.

Termination of Continuous Service. (a) If In the event of the Participant’s Continuous Service as an Employee is terminated for any reason other than (i) death, (ii) Disability, (iii) termination by the Company and its Subsidiaries without Cause (as defined below) or (iv) termination by the Participant for Good Reason (if and to the extent applicable and defined below), the Participant shall, for no consideration, forfeit to the Company all unvested RSUs (i.e., such RSUs as are subject to a Period of Restriction) as of the date of his or her termination of Continuous Service. Upon forfeiture, the Participant shall have no further rights with respect to such RSUs. If the Participant’s Continuous Service as an Employee terminates due to the Participant’s death or Disability, or is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason (if and Option may be exercised only to the extent applicable vested and defined below), while RSUs are unvested (i.e., subject to a Period of Restriction), the Period of Restriction with respect to such RSUs shall lapse and all unvested RSUs shall vest and become free of the forfeiture and transfer restrictions described herein, exercisable on the date of the Participant’s Termination Date (unless the termination was for Cause), and the Option must be exercised, if at all, prior to the first to occur of the following, as applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option Period. If the services of such a Participant are terminated for Cause, the Option shall lapse and no longer be exercisable as of Participant’s Termination Date as determined by the Committee. Notwithstanding the foregoing, unless the Committee determines otherwise: (i) if the Participant becomes an Employee of the Company or an Affiliate, Participant shall generally be subject to the provisions of the Plan applicable to Employees; and (ii) if the Participant terminates service on the Board (for any reason other than death or for Cause) but immediately enters into a written agreement to provide Continuous Services to the Company as a Consultant or an Independent Contractor, Participant shall continue to be treated as in Continuous Service for such reason. to the Company and Participant’s Termination Date shall not be treated as occurring until the later of the date Participant no longer is in service to the Company as a Director or the date Participant is no longer in service as a Consultant or Independent Contractor (b) as determined by the Committee). For purposes of the Agreement, the term “Cause” shall have mean the meaning ascribed Participant’s termination of Continuous Service resulting from the Participant’s: (i) termination for “cause” as defined under the Participant’s employment, consulting or other agreement, if any, with the Company or an Affiliate; or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not define a “cause” termination), then the Participant’s termination shall be for “Cause” if termination results due to such term the Participant’s (A) personal dishonesty; (B) gross incompetence; (C) willful misconduct; (D) breach of a fiduciary duty involving personal profit; (E) intentional failure to perform stated duties; (F) willful violation of any law, rule, regulation (other than minor traffic violations or similar offenses), written Company policy or final cease-and-desist order; (G) conviction of a felony or a misdemeanor involving moral turpitude; (H) unethical business practices in connection with the Company’s Executive Severance Plan of February 26, 2025 business; (as may be modified or amended, the “Severance Plan”); provided, that if the Participant is not a participant in (and a party to an agreement underI) the Severance Plan at the time misappropriation of the applicable termination Company’s assets; or (J) engaging in any conduct that could be materially damaging to the Company without a reasonable good faith belief that such conduct was in the best interest of Continuous Service, the term Company. The determination of “Cause” shall be made by the Committee and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant’s employment or service shall be deemed to have terminated for Cause if, after the same meaning as provided Participant’s employment or service has terminated, facts and circumstances are discovered that would have justified, in the Plan. For clarityopinion of the Committee, the Committee has sole discretion under this Agreement to determine whether a Participant is a participant in and a party to an agreement under the Severance Plantermination for Cause.

Termination of Continuous Service. (a) If In the Participantevent the Optionee’s Continuous Service as an Employee is terminated for any reason terminates (other than upon the Optionee’s death or Disability), the unvested portion of the Option shall be immediately forfeited for no additional consideration, and Optionee may exercise the vested Option (i) death, (ii) Disability, (iii) termination by the Company and its Subsidiaries without Cause (as defined below) or (iv) termination by the Participant for Good Reason (if and to the extent applicable and defined below), that the Participant shall, for no consideration, forfeit Optionee was entitled to the Company all unvested RSUs (i.e., such RSUs as are subject to a Period of Restriction) exercise this Option as of the date of his or her termination) but only within such period of time ending on the earlier of: (i) the date three months following the termination of the Optionee’s Continuous Service. Upon forfeiture, ; or (ii) the Participant shall have no further rights with respect to such RSUs. If the Participant’s Continuous Service as an Employee terminates due to the Participant’s death or Disability, or is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason (if and to the extent applicable and defined below), while RSUs are unvested (i.e., subject to a Period of Restriction), the Period of Restriction with respect to such RSUs shall lapse and all unvested RSUs shall vest and become free expiration of the forfeiture and transfer restrictions described hereinTerm of this Option; provided that, on if the date of the Participant’s termination of Continuous Service is by the Company for Cause, all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable. If, after termination, the Optionee does not exercise any vested portion of this Option within the period described in the preceding sentence, such reason. (b) vested portion of the Option shall terminate for no additional consideration. For purposes of the AgreementOption, the term Optionee’s Continuous Service will be considered terminated as of the date the Optionee is no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where the Optionee is employed or retained or the terms of the Optionee’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, (i) the Optionee’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Optionee’s period of Continuous Service would not include any contractual notice period or any period of “Causegarden leave” or similar period mandated under labor laws in the jurisdiction where the Optionee is employed or retained or the terms of the Optionee’s employment or service agreement, if any); and (ii) the period (if any) during which the Optionee may exercise the Option after such termination of the Optionee’s Continuous Service will commence on the date the Optionee ceases to actively provide services and will not be extended by any notice period mandated under labor laws in the jurisdiction where the Optionee is employed or retained or the terms of the Optionee’s employment or service agreement, if any; the Committee shall have the meaning ascribed exclusive discretion to such term in determine when the Company’s Executive Severance Plan of February 26, 2025 (as may be modified or amended, the “Severance Plan”); provided, that if the Participant Optionee is not a participant in (and a party to an agreement under) the Severance Plan at the time no longer actively providing services for purposes of the applicable termination Option (including whether the Optionee may still be considered to be providing services while on a leave of Continuous Service, the term “Cause” shall have the same meaning as provided in the Plan. For clarity, the Committee has sole discretion under this Agreement to determine whether a Participant is a participant in and a party to an agreement under the Severance Planabsence).

Termination of Continuous Service. (a) If the ParticipantExcept as otherwise expressly provided in this Agreement, if Employee’s Continuous Service as an Employee is terminated terminates for any reason other than at any time before all of Employee’s Units have vested, Employee’s unvested Units shall be automatically forfeited upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to Employee under this Agreement. (ib) deathNotwithstanding Section 6(a), (ii) Disabilityif Employee’s Continuous Service terminates before all of Employee’s Units have vested as a result of Employee’s death or disability, (iii) or as a result of a termination by the Company and its Subsidiaries without Cause (as defined below) or (iv) termination by the Participant Employee for Good Reason “good reason” (if and to as such term is defined in an applicable employment agreement between Employee and the extent applicable and defined belowCompany or one of its subsidiaries), Employee will retain, and will not forfeit, a pro rata portion of the Participant shallTarget Award calculated by multiplying the Target Award by a fraction, the numerator of which equals the number of days that Employee was employed during the Performance Period and the denominator of which equals the total number of days in the Performance Period. This retained portion of the Target Award will not be subject to accelerated vesting and, instead, will vest (and be paid in accordance with Section 8) based on extent to which the Performance Goals are achieved during the entire Performance Period. For purposes hereof, “Cause” means (i) the indictment for no considerationa felony or any crime involving moral turpitude, forfeit or the Employee’s commission of fraud, breach of fiduciary duty, theft, embezzlement or crime against the Company or any of its subsidiaries or affiliates or any of their customers, (ii) the Employee’s gross negligence or willful misconduct with respect to the Company all unvested RSUs or any of its subsidiaries or affiliates or in the performance of Employee’s duties and services required for Employee’s position with the Company or any of its subsidiaries or affiliates, which, if curable, is not cured within ten days after written notice thereof to Employee, (i.e.iii) other than as directed by the Company, the failure of Employee to provide the same services as such RSUs as are subject to a Period of Restriction) Employee provided as of the date hereof in a professionally appropriate manner, in each case which, if curable, is not cured within ten days after written notice thereof to the Employee, (iv) the Employee’s violation of his any restrictive covenant agreement with the Company or her termination any of Continuous Service. Upon forfeitureits subsidiaries or affiliates, (v) the Employee’s breach of any material agreement with the Company or any of its subsidiaries or affiliates or any material employment policy of the Company or any of its subsidiaries or affiliates which, if curable, is not cured within ten days after written notice thereof to the Employee (including, without limitation, the Participant shall have no further rights with respect Company’s code of ethics and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy), or (vi) the abuse of any controlled substance or of alcohol or any other non-controlled substance which the Company determines renders the Employee unfit to such RSUs. If serve in the Participant’s Continuous Service capacity as an Employee terminates due to the Participant’s death employee or Disability, or is terminated by service provider of the Company and or any of its Subsidiaries without Cause subsidiaries or by the Participant for Good Reason (if and to the extent applicable and defined below), while RSUs are unvested (i.e., subject to a Period of Restriction), the Period of Restriction with respect to such RSUs shall lapse and all unvested RSUs shall vest and become free of the forfeiture and transfer restrictions described herein, on the date of the Participant’s termination of Continuous Service for such reasonaffiliates. (b) For purposes of the Agreement, the term “Cause” shall have the meaning ascribed to such term in the Company’s Executive Severance Plan of February 26, 2025 (as may be modified or amended, the “Severance Plan”); provided, that if the Participant is not a participant in (and a party to an agreement under) the Severance Plan at the time of the applicable termination of Continuous Service, the term “Cause” shall have the same meaning as provided in the Plan. For clarity, the Committee has sole discretion under this Agreement to determine whether a Participant is a participant in and a party to an agreement under the Severance Plan.

Termination of Continuous Service. 3.1 If Participant’s Continuous Service is terminated, the Option will remain exercisable as follows: (a) If the Participant’s Continuous Service as an Employee is terminated for any reason other than (i) death, (ii) Disability, (iii) termination by the Company and its Subsidiaries without Cause (as defined below) or (iv) termination by the Participant for Good Reason (if and to the extent applicable and defined below), the Participant shall, for no consideration, forfeit to the Company all unvested RSUs (i.e., such RSUs as are subject to a Period of Restriction) as of the date of his or her termination of Continuous Service. Upon forfeiture, the Participant shall have no further rights with respect to such RSUs. If the Participant’s Continuous Service as an Employee terminates due to the Participant’s death or Disability, or is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason (if and to the extent applicable and defined below), while RSUs are unvested (i.e., subject to a Period of Restriction), the Period of Restriction with respect to such RSUs shall lapse and all unvested RSUs shall vest and become free of the forfeiture and transfer restrictions described herein, on the date of the Participant’s termination of Continuous Service is due to death, any unvested portion of the Option will terminate and all vested Options will be exercisable by Participant’s designated beneficiary, or if none, the person(s) to whom such Participant’s rights under the Option are transferred by will or the laws of descendent and distribution for such reasonone (1) year following the Termination Date (but in no event beyond the term of the Option). (b) For purposes If Participant’s termination of Continuous Service is due to Disability, all unvested Options will terminate and all vested Options will be exercisable by Participant for one (1) year following the Termination Date (but in no event beyond the term of the AgreementOption). (c) If Participant’s termination of Continuous Service is due to termination for Cause, the Option will terminate on the Termination Date, regardless of whether the Option was then exercisable. (d) If Participant’s termination of Continuous Service is due to any other reason, all unvested Options will terminate on the Termination Date and all Options (to the extent exercisable as of the Termination Date) will be exercisable for a period of three (3) months following such Termination Date (but in no event beyond the term “Cause” shall have of the meaning ascribed to such term Option) and will thereafter terminate. The Participant’s status as an employee will not be considered terminated in the Company’s Executive Severance Plan case of February 26, 2025 leave of absence agreed to in writing by the Company (as may be modified or amended, the “Severance Plan”including but not limited to military and sick leave); provided, that if however, that, such leave is for a period of not more than three (3) months or reemployment upon expiration of such leave is guaranteed by contract or statute. 3.2 Nothing in the Plan or this Agreement will confer on Participant is not a participant any right to the continuation of service with the Company, or any of its Subsidiaries, or interfere in (and a party to an agreement under) any way with the Severance Plan at the time right of the applicable termination of Company or its Subsidiaries to terminate his or her Continuous Service, the term “Cause” shall have the same meaning as provided in the Plan. For clarity, the Committee has sole discretion under this Agreement to determine whether a Participant is a participant in and a party to an agreement under the Severance PlanService at any time.

Termination of Continuous Service. (ai) If the ParticipantRecipient’s Continuous Service as an Employee is terminated by the Company or an Affiliate or by the Recipient for any reason (other than (i) deathas a result of the Recipient’s death or Disability), (ii) whether voluntarily or involuntarily, in each case, prior to the Determination Date, no additional PSUs shall become vested PSUs following such termination of Continuous Service and any unvested PSUs shall be forfeited upon termination of the Recipient’s Continuous Service; provided, however, that if the Recipient’s Continuous Service terminates as a result of the Recipient’s death or Disability, (iii) termination by any unvested PSUs shall instead be forfeited on the Company and its Subsidiaries without Cause (as defined below) or (iv) termination by seventh business day following the Participant for Good Reason (if and to the extent applicable and defined below), the Participant shall, for no consideration, forfeit to the Company all unvested RSUs (i.e., such RSUs as are subject to a Period of Restriction) as of the date of his or her Recipient’s termination of Continuous Service. Upon forfeiture, the Participant shall have no further rights with respect Any determination under this Agreement as to such RSUs. If the Participant’s Continuous Service status or other matters referred to above shall be made in good faith by the Board, whose decision shall be final and binding on all parties. (ii) For purposes hereof, Continuous Service shall not be considered as an Employee terminates due to the Participant’s death or Disabilityhaving terminated during any military leave, sick leave, or is terminated other leave of absence, in each case if approved in writing by the Company or an Affiliate and its Subsidiaries without Cause if such written approval, or applicable law, obligates the Company or an Affiliate (by contract or applicable law) to continue the Continuous Service of the Recipient after the approved period of absence (an “Approved Leave of Absence”). In the event of an Approved Leave of Absence, vesting of the PSUs shall be suspended (and all subsequent vesting dates shall be postponed by the Participant for Good Reason (if and to the extent applicable and defined below), while RSUs are unvested (i.e., subject to a Period of Restriction), the Period of Restriction with respect to such RSUs shall lapse and all unvested RSUs shall vest and become free length of the forfeiture and transfer restrictions described herein, on the date period of the Participant’s termination Approved Leave of Continuous Service for such reason. (bAbsence) For purposes of the Agreement, the term “Cause” shall have the meaning ascribed to such term unless otherwise provided in the Company’s Executive Severance Plan or Affiliate’s written approval of February 26the leave of absence that specifically refers to this Agreement. (iii) For purposes hereof, 2025 Continuous Service will be deemed terminated as of the date the Recipient is no longer actively providing services to the Company or any of its Affiliates (as may regardless of the reason for such termination and whether or not later found to be modified invalid or amendedin breach of labor laws in the jurisdiction where the Recipient is employed or otherwise providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise determined by the Company, the Recipient’s right to vest in the Award, if any, will terminate as of such date and will not be extended by any notice period or any period of “Severance Plan”garden leave” or similar period mandated under labor laws in the jurisdiction where the Recipient is employed or otherwise providing services or the terms of the Recipient’s employment or service agreement, if any); provided. (iv) Notwithstanding anything in the Plan to the contrary, for purposes hereof, Continuous Service shall include service provided by the Recipient to the Company or an Affiliate as a Consultant pursuant to a consulting arrangement between the Recipient and the Company or Affiliate, provided that if (x) any such period of service as a Consultant immediately follows the Participant is not Recipient’s termination of employment with the Company or Affiliate or termination as a participant Director, in each case without any interruption, and (and a party to an agreement undery) the Severance Plan at terms of this Section 2(b)(iv) are provided for in a written consulting agreement executed by the time of the applicable termination of Continuous Service, the term “Cause” shall have the same meaning as provided in the Plan. For clarity, the Committee has sole discretion under Company or Affiliate that specifically refers to this Agreement to determine whether a Participant is a participant in and a party to an agreement under the Severance PlanAgreement.

Termination of Continuous Service. (a) If the ParticipantEmployee’s Continuous Service as an Employee is terminated terminates for any reason other than at any time during the Performance Period, the unvested PSUs shall be automatically forfeited and cancelled upon such termination of Service and the Company shall not have any further obligations to Employee under this Agreement; provided, however, that in the event of the Employee’s Retirement (ias defined in Section 4(a)(v) of the Employee’s Employment Agreement with the Company dated October 26, 2020 (as amended from time to time, the “Employment Agreement”)), death, presumed death, the Employee becoming Totally Disabled (iias defined in Section 3(f)(i) Disabilityof the Employment Agreement), (iii) termination of the Employee’s employment by the Company and its Subsidiaries without Cause (as defined belowin Section 4(a)(ii) of the Employment Agreement) (which includes a non-renewal by the Company of the Employment Agreement for each Additional Term, as defined in Section 2 of the Employment Agreement) or (iv) termination by the Participant Employee for Good Reason (if and to as defined in Section 4(a)(iv) of the extent applicable and defined belowEmployment Agreement), or in the Participant shallevent of a Change in Control (as defined in Section 4(a)(iii) of the Employment Agreement) following which the employment of the Employee is terminated by the Company, for no consideration, forfeit to the Company all unvested RSUs (i.e., such RSUs as are subject to a Period of Restriction) PSUs will become 100% vested at the Maximum level as of the date of his termination, death, presumed death, or her termination of Continuous Service. Upon forfeiturebecoming Totally Disabled, the Participant shall have no further rights as applicable; provided, further, however, with respect to such RSUs. If PSU awards that are outstanding on a Termination Date (as defined in Section 3(c) of the ParticipantEmployment Agreement) caused by the Employee’s Continuous Service as an Employee terminates due Retirement, the number of shares to be issued and delivered to the Participant’s death or DisabilityEmployee, or is terminated if any, for such outstanding PSUs will be determined at the end of the three-year performance period in which such Retirement occurs, as certified by the Company Committee, and its Subsidiaries without Cause or by the Participant for Good Reason (if will be issued and paid to the extent applicable and defined below), while RSUs are unvested (i.e., subject Employee as though he continued to a Period of Restriction), be employed through the Period of Restriction with respect to such RSUs shall lapse and all unvested RSUs shall vest and become free end of the forfeiture and transfer restrictions described herein, on the date of the Participant’s termination of Continuous Service for such reasonperformance period. (b) For purposes of the Agreement, the term “Cause” shall have the meaning ascribed to such term in the Company’s Executive Severance Plan of February 26, 2025 (as may be modified or amended, the “Severance Plan”); provided, that if the Participant is not a participant in (and a party to an agreement under) the Severance Plan at the time of the applicable termination of Continuous Service, the term “Cause” shall have the same meaning as provided in the Plan. For clarity, the Committee has sole discretion under this Agreement to determine whether a Participant is a participant in and a party to an agreement under the Severance Plan.