Any executive officer who does not have an agreement providing for severance on a qualifying termination will be eligible for the following benefits upon a qualifying termination:

Qualifying Termination Prior to September 1, 2025. On the date of Your termination of employment as a result of a Qualifying Termination prior to September 1, 2025, a pro-rated portion of the RSUs (based on the number of months You are actually employed during the period between September 1, 2023 and September 1, 2025) will vest immediately upon such Qualifying Termination.

“Qualifying Termination” means the termination of Executive’s employment by the Company and its Subsidiaries without Cause, or by Executive for Good Reason. It is intended that any Qualifying Termination shall be a Separation from Service.

It is possible for you to lose eligibility to participate in the Plan by being terminated in a nonqualifying termination after you have received notice that you will be subject to a Qualifying Termination but before the date of that Qualifying Termination. For example, you might be discharged for cause or quit voluntarily before the date that you separate from service pursuant to a Qualifying Termination (hereafter, your “Termination Date”).

“Qualifying Termination” means:

“Triggering Event” shall mean the event that triggered the Qualifying Termination (i.e., the Termination of the Executive’s employment or, if the Qualifying Termination is specified in Article I(o)(A) or (B), the Change in Control).

by the Officer for Post-CIC Good Reason, provided such termination of employment occurs within the two (2) year period following a Change in Control;

Termination of Employment. If within 12 months after a Change in Control, your employment is terminated # by the Company or # by you for Good Reason, the Company shall pay you a severance payment in an amount equal to your base salary over the immediately prior 12 months (such severance payment, the “CIC Severance Amount”). The CIC [[Person A:Person]]

“Termination Date” means the date of the termination of the Executive’s employment by reason of a Qualifying Termination or a Change in Control Termination.

Section # Timing Rules for Certain Reimbursements and Payments. Officer and director level employees are entitled to reimbursement for certain financial planning expenses for the year in which their Termination Date occurs. The financial planning services must be both completed and submitted for reimbursement within three months after the Qualifying Employee’s Termination Date or, if earlier, by the last day of the year in which the Termination Date occurs. Expenses submitted after this date will not be reimbursed. Officers who are entitled to executive physicals must complete their physical within six months of the Qualifying Employee’s Termination Date. If a Qualifying Employee’s spouse is also eligible for a physical, the spouse also must complete the physical within six months of the Qualifying Employee’s Termination Date.