Measurement Period. The term “Measurement Period” means a period of three consecutive Company fiscal years, or such other period as the Committee designates in writing prior to granting an Award pursuant to the Plan, beginning on the date described in a Participant’s Award; provided, however, that in the event of a Change in Control, the Measurement Period will end on the effective date of the Change in Control.

Restriction Period. At the time a Restricted Stock or Restricted Stock Units Award is granted, CLC shall establish a Restriction Period applicable to such Award which shall be not less than three years. Each Restricted Stock or Restricted Stock Units Award may have a different Restriction Period. All Restricted Stock Units granted after December 31, 2004 shall have a mandatory Restriction Period, except in the case of death, if the Restriction Period has not lapsed as of the day prior to a termination of employment, of six calendar months from the day of termination of employment.

The following terms shall apply during the Transition Period, conditioned upon Executive’s continued employment during that time:

Contract Period. “Contract Period” shall mean the period commencing the day immediately preceding a Change in Control and ending on the earlier of # the second anniversary of the Change in Control or # the death of the Executive. For the purpose of this Agreement, a Change in Control shall be deemed to have occurred at the date specified in the definition of Change-in-Control.

Any claim # for benefits; # to enforce rights under the Plan; or # otherwise seeking a remedy or judgment of any kind against the Plan, the Pension Board, the Company, or an Affiliate must be filed within the limitations period prescribed by this Section XI(e) (and subsequent to exhaustion as described in Section XI(d)).

Performance Period. It is expected that the Plan will be used primarily to establish goals and awards on a quarterly and annual basis based on the fiscal year of the Company; however, the Compensation Committee may, in its discretion, establish goals and awards that cover a performance period that is shorter or longer than the Company’s fiscal year. As used in this Plan, the defined term “Performance Period” means the period of time determined by the Compensation Committee over which performance is to be measured.

Exercise Period. Each Stock Appreciation Right shall expire and cease to be exercisable at such time as the Committee shall determine at the time of grant; provided, however, that no Stock Appreciation Right shall be exercisable later than the tenth (10th) anniversary of its grant date. If an Award agreement does not specify an expiration date, the Stock Appreciation Right shall expire on the 10th anniversary of its grant date, provided that the Stock Appreciation Right may expire earlier as provided in the Award agreement or in the Plan. The extent to which a Stock Appreciation Right that is granted to a Participant who is an Employee may be exercised by the Participant or the Participant’s Designated Beneficiary after the Participant’s termination of employment with the Company and all Subsidiaries (including by reason of Disability) shall be determined by the Committee and incorporated into the terms of the applicable Award agreement.

Offer Period. The signed original of this Separation Agreement must be returned to the Chief Legal Officer of the Company no later than March 9, 2023 or this offer will be considered withdrawn.

Contract Period. The term of your employment under this Agreement shall begin on June 21, 2023 (the “Effective Date”) and, unless terminated earlier as set forth herein, shall continue through and including June 20, 2026. The period from the Effective Date through June 20, 2026 is referred to as the “Contract Period”, even if your employment terminates earlier for any reason.

Restriction Period. For any Restricted Stock Unit, the “Restriction Period” begins on the Grant Date and ends on the date on which that Restricted Stock Unit vests.