Awards Subject to Clawback Policy and Stock Ownership and Retention Policy. Notwithstanding any other provision of this Plan to the contrary: # all Awards granted under this Plan shall be subject to the Company’s Policy on Recoupment of Executive Incentive Compensation, and each Award Agreement for such a grant under this Plan shall provide that the Participant will be obligated to repay to the Company, all amounts received with respect to awards granted to the Participant under this Plan, to the extent such a repayment is required by the terms of the Company’s Policy on Recoupment of Executive Incentive Compensation, as such policy may be amended from time to time, and # the Company’s Stock Ownership and Retention Policy that requires, among other things, that officers covered by the policy are required to hold all net shares acquired or delivered under the terms of this Plan for a minimum of one year.

FERC/BPU interlock questionnaire

Stock Ownership Policy. Until you have met the Company’s Independent Board of Directors Stock Ownership and Retention Policy (the “Policy”), You agree that You will be required to defer all Awards granted until You have achieved the appropriate number of such Shares in accordance with the requirements of the Policy.

Stock Ownership Policy. If you are an Executive Officer of the Company or a member of its Operating Committee, as a condition to receiving this Award, you agree that you are subject to the Company’s stock ownership policy, as may be amended from time to time, and that as a result, you may be required to hold, including after your retirement, all or a portion of any shares of Common Stock issued to you pursuant to this Award in order to achieve compliance with such stock ownership policy.

Medtronic’s policy requires you to maintain Medtronic stock equal to six (6) times annual salary. Unless noted otherwise by an equity grant agreement, you must retain 75% of the after-tax shares following settlement of equity compensation awards, including stock option exercises and restricted stock vesting, until the stock ownership requirement is met.

Clawback Policy. Bonus payments made under the Plan will be subject to the Company’s clawback policy in effect from time to time to the extent applicable.

Clawback Policy. The Award is fully conditioned on and subject to the Performance Conditions (as defined in the Clawback Policy) to vesting and the other clawback, forfeiture and cancellation provisions described in the Wells Fargo & Company Clawback and Forfeiture Policy attached hereto as [Exhibit B], as it may be amended from time to time (the “Clawback Policy”). The Award is also subject to any other applicable reduction, recoupment, “malus” or “clawback” policies, practices or provisions of the Company and its Affiliates, as in effect from time to time, and any applicable reduction, recoupment, malus or clawback requirements imposed under laws, rules and regulations.

Participants shall be subject to any clawback, recoupment or other similar policy required by law or regulations or adopted by the Board as in effect from time to time and Awards and any cash, shares of Common Stock or other property or amounts due, paid or issued to a Participant shall be subject to the terms of such policy, as in effect from time to time.

“9.14. Recoupment of Awards. All Performance Based Target Bonus awards, that may be granted with respect to Applicable Three Year Periods commencing on or after ​, whether or not vested, will be subject to the Company’s Executive Compensation Recoupment Policy, as such policy may be amended and in effect from time to time (the “Clawback Policy”). By participating in the Plan, including by receiving any award benefit or payment under the Plan, a Participant will be deemed to have agreed to comply promptly and in full with all terms and conditions of the Clawback Policy with respect to such award.”

Clawback. Any RSUs You are granted hereunder and/or Shares You receive in settlement of such RSUs, in addition to all other Awards granted to You under the Plan and/or Shares or cash You receive in settlement of such Awards, shall be subject to recovery by the Company in the circumstances and manner provided in any Incentive Compensation Clawback Policy that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof, and You shall effectuate any such recovery at such time and in such manner as the Company may specify. For purposes of this Certificate, the term “Incentive Compensation Clawback Policy” means and includes the Tenet Healthcare Corporation Clawback Policy as well as any other clawback or recoupment policy that the Company may adopt or implement.