Vesting Period: First anniversary of the grantee’s Retirement from BD:

Career Counseling. ​ will make available to Employee, at ​’s expense, outplacement counseling services. Employee may select the organization that will provide Employee with such services, provided that ​ will not be required to pay more than $50,000 for any such services. To assure compliance with Section 409A of the Internal Revenue Code, the timing of the provision of any benefits under this Section6(c)(v) will be subject to [Section B of Exhibit A] to this Agreement if and to the extent any part of that section is applicable according to its terms.

The Company has engaged Plus Relocation Services, Inc. (hereafter referred to as "PLUS"), a global relocation service provider, to administer your benefits. Your PLUS Relocation Counselor will be available for questions and counselling throughout your international assignment.

“Career Share Unit” or “Career Share” means a type of Share Equivalent that is tracked in a Participant’s Career Share Account in order to determine whether and when the Participant has satisfied his or her Minimum Stock Ownership Requirements. Career Shares also have been generically referred to as “Phantom Stock Units” in Company communications.

“Career Share Account” means a separate memo account that is a subset of the Account that is maintained to identify the Career Share Units used to satisfy a Participant’s Minimum Stock Ownership Requirements.

If you are subject to a minimum stock ownership requirement but you do not timely meet it in accordance with the American Electric Power System Stock Ownership Requirement Plan, your earned performance shares will be deferred into phantom stock shares (AEP Career Shares) to the extent required by the Stock Ownership Requirement Plan. The Stock Ownership Requirement Plan currently requires the deferral of earned performance shares into AEP Career Shares to the extent required to meet each participant’s applicable stock ownership requirement as of the applicable Determination Date (currently considered to be the later of the Grant Date or six months prior to the end of the Performance Period), less any additional AEP Career Shares that accrue due to dividends prior to the date the performance scores are approved by the HR Committee of AEP’s Board of Directors. The Stock Ownership Requirement Plan also currently requires AEP Career Shares to be held until after a participant’s employment with the Company Terminates. Earned performance shares mandatorily deferred into AEP Career Shares are converted to AEP Career Shares on a one for one basis. The balance of earned performance shares not

Crestwood Midstream shall implement career development policies or programs and compensation plans for the Key Employees, consult with the Board or applicable Committee with respect thereto, and not alter, amend, delay or change any such career development plan or compensation plan without the prior written consent of Newco.

Dividend Equivalent Rights: Career Shares are issued in tandem with dividend equivalent rights.

Settlement: Each Career Share entitles the grantee to one share of BD common stock upon vesting:

The terms "GE executive career band," "GE senior executive career band" and "GE officer" refer to those classifications as determined for purposes of this Part II by the General Electric Company in its sole discretion, and not any Affiliate. Consistent with the foregoing, an Employee must be so determined to be an officer of the General Electric Company and not an Affiliate to be eligible for the accrual rate described in paragraph (a)(3).