RSU Award. The Company makes this Award of [Number] RSUs to the Grantee on the date noted above (the “Grant Date”). These RSUs are subject to forfeiture and to limits on transferability until they vest, as provided in Sections 2, 3 and 4 of this Agreement and in Article VI of the Plan.

Award Agreement. Each Award shall be evidenced by an Agreement setting forth the number of Shares subject to the Award together with such other terms and conditions applicable to the Award (and not inconsistent with the Plan) as determined by the Committee. An Award to a Participant may be made singly or in combination with any form of Award. Two types of Awards may be made in tandem with each other such that the exercise of one type of Award with respect to a number of Shares reduces the number of Shares subject to the related Award by at least an equal amount.

Long Term Incentive Award (“LTIP Award”). You will be eligible to participate in the Company’s annual long-term incentive equity grant program with a targeted grant fair value of $6,000,000. For the performance year 2020, you will receive a pro-rated targeted grant fair value of $3,000,000, which will be approved and granted at the first meeting of the Management Development and Compensation Committee after the Effective Date, and will be delivered 50% in Performance Stock Units (based on a Monte Carlo calculation), 30% in Stock Options (based on a Black Scholes methodology), and 20% in Restricted Stock Units ( based on the 30 day average prior to and including the grant date). All LTIP Awards will be governed by the terms and conditions consistent with awards made to other similarly situated officers of the Company.

Grant of Award. Participant has been granted an Award of Restricted Stock Units under the Plan comprised of an aggregate of the number of Restricted Stock Units set forth below (collectively, the “Units”).

Sign-On Award. As further consideration for your joining the Company, and in recognition of the value of the long-term incentive and bonus you stand to forfeit with your current employer, you will be provided # a cash payment in the gross amount of $1,000,000, which will be paid as soon as practical following the start of your employment, and # an award of stock options with a grant date fair market value of $1,500,000 (as determined using standard Black-Scholes methodologies and otherwise in accordance with normal Company procedures for options granted to C-suite executives). The stock award will be granted as soon as practical following the start of your employment and will vest ratably one-third each year over three years. The terms and conditions for this award shall be in accordance with the Company’s standard grant provisions for similarly situated officers.

Terms of Award. The following terms used in this Agreement shall have the meanings set forth in this paragraph 1:

Settlement of Award. Distribution following exercise of an Option or SAR, and shares of Stock distributed pursuant to such exercise, shall be subject to such conditions, restrictions and contingencies as the Committee may establish. Settlement of SARs may be made in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination thereof, as determined in the discretion of the Committee. The Committee, in its discretion, may impose such conditions, restrictions and contingencies with respect to shares of Stock acquired pursuant to the exercise of an Option or a SAR as the Committee determines to be desirable.

Forfeiture of Award. Notwithstanding the Corporation's or an Affiliate's ability to pursue injunctive relief pursuant to Section 19(i), in the event of an actual breach by the Participant of any of the provisions of this Section 19 or of any stand-alone restrictive covenant agreement, the Corporation also is entitled to forfeit any portion of the Award that has not vested or been settled yet at the time the Corporation becomes aware of the breach.

Nature of Award. In accepting the Award, the Grantee acknowledges and agrees that:

SAR Award Agreement. Each SAR granted under the Plan shall be evidenced by a written SAR Award Agreement which shall be entered into by the Company and the Grantee to whom the SAR is granted and which shall specify the exercise price per share, the SAR Term, the conditions of exercise, and such other terms and conditions as the Board in its sole discretion shall determine.