Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company as provided in this [Section 5], in lieu of General Non-Compete Benefits under [Section 4], if # a Change in Control has occurred and Executive’s employment with the ​ is involuntarily terminated by ​ or is voluntarily terminated by Executive for Good Reason, provided that, # such termination occurs after such Change in Control and on or before the second anniversary thereof, or # the termination occurs before such Change in Control but Executive can reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable, occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and # on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against ​ as of the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to [Section 4].

Agreement - Jellison - EVP - 2021

. Change in Control Non-Compete Benefits.

“Change in Control Non-Compete Benefits” means the payments and benefits provided under [Section 5].

Non-Compete. As a condition to participation in the Plan, each Participant agrees, that, in the event the Participant voluntarily terminates his employment other than for Good Reason, for the period of one year from Date of Termination he will not, without the written consent of the Company, directly or indirectly own, manage, operate, join, control, become employed by, consult to or participate in the ownership, management, or control of any business which is in direct competition with the Company or its Affiliates.

perquisites and incentive compensation. For the purpose of determining an Executive’s Change in Control Non-Compete Benefits, “Base Salary” shall mean, with respect to Executive, the greater of # Executive’s highest Base Salary during the 12 month period immediately preceding the Change in Control and # Executive’s highest Base Salary in effect at any time thereafter.

Change in Control Benefits. During the Term, if upon or within 18 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in [Section 4(d)] or the Executive terminates his employment for Good Reason as provided in [Section 4(e)], then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in [Section 6(d)] below, all within 60 days after the Date of Termination, # the Company shall pay the Executive a lump sum in cash in an amount equal to 300% of the sum of # the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus # the Executive’s Annual Incentive Cash Compensation; and # all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and # for a period of 18 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA; and # the amount payable under this [Section 6(b)(i)] shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Payment of any Severance Benefits or Change in Control Benefits under this Plan is contingent upon a Covered Officer’s compliance with the non-compete, non-solicitation, and all other provisions of any Non-Competition and Non-Disclosure Agreement, and each Covered Officer hereby acknowledges and reaffirms that, during the Term and for the period set forth in any Non-Competition and Non-Disclosure Agreement, the Covered Officer shall comply with the terms and conditions set forth in such Non-Competition and Non-Disclosure Agreement.

In further consideration of the compensation to be paid to the Executive hereunder, the Executive acknowledges that in the course of Executive’s employment with ​, Executive has, and will continue to, become familiar with ​’s Confidential Information, methods of doing business, business plans and other valuable proprietary information concerning ​, its Affiliates, and their customers and suppliers and that Executive’s services have been and will be of special, unique and extraordinary value to ​ and its Affiliates. The Executive agrees that, during the Employment Period and continuing for, as applicable, # twelve (12) months thereafter, regardless of the reason for the termination of Executive’s employment other than under [Section 9(a)] above or # eighteen (18) months in the event of a termination under [Section 9(a)] above (the “Restricted Period”), the Executive will not, directly or indirectly, anywhere in the Restricted Area:

During the term of the Executive’s employment and for the one (1) year period commencing on the termination of the Executive’s employment for any reason whatsoever during the Contract Period (the “Restricted Period”), the Executive shall not, without express prior written consent of the Company, directly or indirectly, own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, partnership, sole proprietorship or other entity (collectively, an “entity”) “engaged in competition” (as defined below) with the Company or any of its subsidiaries (a “Competitor”). For purposes of the preceding sentence, # the term “proprietary interest” means direct or indirect ownership of an equity interest in an entity other than ownership of less than two (2) percent of any class stock in a publicly-held entity, and # an entity shall be considered to be “engaged in competition” if such entity is, or is a holding company for or a subsidiary of an entity which is engaged in the business of # providing banking, trust services, asset management advice, or similar financial services to consumers, businesses individuals or other entities, and # the entity, holding company or subsidiary maintains any physical offices for the transaction of such business located within fifty (50) miles of the main office of the Company.

Executive shall be entitled to receive General Non-Compete Benefits from ​ as provided in [Section 4(b)] if # on the Date of Termination, Executive is an executive officer of ​ (as determined in the Committee’s sole discretion), # Executive’s employment with ​ is terminated for any reason (other than due to the Executive’s death), including due to the Executive’s disability, voluntary retirement, involuntary termination or resignation, and # on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against ​ as of the Date of Termination.

If Executive is entitled to Change in Control Non-Compete Benefits pursuant to [Section 5(a)], Executive shall continue to be provided with medical, dental, and prescription drug benefits comparable to the benefits provided to Executive immediately prior to the Date of Termination, or if more favorable to Executive, the Change in Control, for the duration of the Change in Control Period with the same contribution rate for which Executive would have been responsible if Executive had remained employed through the Change in Control Period. Any benefits so provided shall not be considered a continuation of coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; provided that, if Executive becomes reemployed with another employer and is eligible to receive medical, dental or prescription drug insurance coverage under another employer-provided plan (regardless of whether Executive

Except as otherwise expressly or impliedly provided for herein, Assignor agrees that it, and its successors and assigns, shall not from the date hereof, manufacture, distribute or represent for sale or distribution any current or future coatings products that, by any reasonable measure, compete, directly or indirectly, with the Subject IP in the HVAC/R Market nor manufacture a coating with the identical formulation as the Subject IP. For purposes of clarity, Assignee acknowledges that the current formulations of coatings manufactured, distributed and represented for sale in non-HVAC/R applications, known as “ECT-1090, ECT-1091 and ECT-1590” are not the identical formulations as the Subject IP.

Non-Compete Provisions. IMPORTANT: The following covenants are made by Awardee in exchange for good and valuable consideration, including but not limited to the opportunity to receive the Units as set forth more fully above. Such covenants were material inducements to the Company in deciding to invest in Awardee, to award said Units, and in entering into this Agreement. Awardee understands that a violation of this Section may result in, among other things, forfeiture of Units/Acquired Shares and/or repayment to the Company of the value thereof. For purposes of this [Section 17], references to the “Company” shall include any and all affiliates of the Company with which Awardee was employed during the relevant time period(s); and the termination date of Awardee’s employment shall be the date Awardee is no longer employed by the Company or any of its affiliates.