Automatic Deferrals - Newly Eligible Employees: If, on or before the 45th day after the date an Employee becomes eligible to participate under Section 3.1, the Employee has not affirmatively chosen to defer a portion of his Compensation as a Pre-Tax Contribution to the Plan (including a zero Pre-Tax Contribution percentage), the Employee automatically will be enrolled to defer four percent (4%) of his Compensation as a Pre-Tax Contribution.

Automatic Exercise. Any Option Shares that are exercisable but unexercised as of the tenth anniversary of the Grant Date shall be automatically exercised on the tenth anniversary of the Grant Date if the purchase price of an Option Share is less than the Fair Market Value of a Share on such date and the automatic exercise will result in the issuance of at least one (1) whole Share to the Participant after payment of the purchase price and any applicable tax withholding requirements. Payment of the purchase price and any applicable tax withholding requirements shall be made by having the number of Shares to be issued upon exercise reduced by a number of Shares having a Fair Market Value on the date of exercise equal to the purchase price and any applicable tax withholding requirements.

​" >Automatic Termination. This Agreement shall terminate automatically when upon satisfaction of the conditions in [Section 6.1] or [Section 6.2] of the Shareholders Agreement, as the case may be, TLC is unable to enjoy corresponding rights as set forth in [Section 6.1] or [Section 6.2] of the Shareholders’ Agreement (i.e., TLC’s shareholding in TLC Hong Kong drops under ​ or TLC fails to receive the TLC Preference Payment from the proceeds of sale under [Section 6.2] of the Shareholders’ Agreement).

Automatic Grants. The Awards to be made pursuant to the Automatic Grant Program shall be as follows:

Automatic Purchase. On each Purchase Date, subject to such Participant remaining an Eligible Employee through such Purchase Date, each Participant shall be deemed, automatically and without further action on the part of the Participant, to have elected to purchase the largest number of whole, or if determined in the Committee’s discretion, fractional Shares, that the Contributions in the Participant’s Account can purchase at the Purchase Price on the Purchase Date, subject to the limitations of Article VII. Except as otherwise specified by the Committee, any Contributions that are not sufficient to purchase a whole Share and any other amounts remaining in a Participant’s Account after the Purchase Date will be returned to the Participant.

Automatic Distributions. Notwithstanding any payment elections made on Deferral Forms and Section 5.2:

Employee’s Effective Date of Automatic Deferrals: An “Employee’s Effective Date of Automatic Deferrals” means, as applicable:

Notice of Automatic Deferral Election: At the time an individual becomes an Employee and within a reasonable period before each Plan Year, the Committee will provide each Employee to whom Section 4.2(f) applies a notice of the Employee’s rights and obligations under Section 4.2(f) (an "Automatic Deferral Notice"). The Automatic Deferral Notice will explain the automatic reduction in the Employee's Compensation for purposes of making Pre-Tax Contributions according to Section 4.2(f) and the Employee's right to elect affirmatively either a different reduction amount or no reduction. The notice will also describe the procedures for making such an election and the period during which such an election may be made. The notice will be:

EACA permissible withdrawal. If elected in the Adoption Agreement, a Participant who has Automatic Deferrals under the EACA may elect to withdraw all the Automatic Deferrals (and allocable earnings) under the provisions of this Subsection. Any distribution made pursuant to this Section will be processed in accordance with normal distribution provisions of the Plan.

or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be