Continuing Plan Coverage. For a period of two years following the Employment Termination Date, ​ will maintain in full force and continue to provide full benefits to Employee under all life insurance, health (medical and dental), accidental death and dismemberment, pension, and disability plans and programs in which Employee was entitled to participate immediately before the Employment Termination Date, except that # if Employee’s continued participation is not possible under the general terms and provisions of any such plan or program, ​ will provide Employee with benefits equivalent to those provided by each such plan and program, and # ​ will not be required to maintain any of these plans and programs, or the equivalent thereof, after Employee has either reached the normal retirement date under the retirement or pension plan in effect immediately before the Change in Control Date or secured full time employment with another employer that provides benefits to Employee under a comparable plan or program that are at least substantially equal to the benefits provided by ​. To assure compliance with Section 409A of the Internal Revenue Code, the timing of the provision of any benefits under this [Section 6(c)(iii)] 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.

Plan Terms. All terms used in this Grant have the same meaning as given such terms in the Plan, a copy of which will be furnished upon request.

Save as modified in this US Non-Employee Sub-Plan, all the provisions of the Plan shall be incorporated into this US Non-Employee Sub-Plan as if fully set out herein so as to be part of this US Non-Employee Sub-Plan SAVE THAT any Award named a “Conditional Share Award” in the Plan shall be re-named a “Restricted Stock Unit” or “RSU” when granted under the US Non-Employee Sub-Plan.

Plan Terms Control. In the event of a conflict between the terms and conditions of any Award Agreement and the terms and conditions of this Plan, the terms and conditions of this Plan shall prevail. In the event of a conflict between the terms and conditions of any Award Agreement or this Plan and the terms and conditions of the Stock Incentive Plan, the terms and conditions of the Stock Incentive Plan shall prevail.

Terms of Plan. The Award is subject to the terms and conditions set forth in the Plan, which are incorporated into and shall be deemed to be a part of this Award, without regard to whether such terms and conditions (including, for example, provisions relating to certain changes in capitalization of the Corporation) are otherwise set forth in this Award. In the event that there is any inconsistency between the provisions of this Award and of the Plan, the provisions of the Plan shall govern.

Interpretation and Application of Terms. Any and all determinations with respect to the interpretation and application of this Award, including the attainment or measurement of performance goals and the determination of the Grantee's right to, or the amount (if any) of, any payment pursuant hereto, shall lie solely with the Committee. All such determinations are final and binding upon the Grantee, their estate, and any person seeking to assert a claim through or on their behalf, and neither the Grantee nor any other person shall have any right to appeal such determinations.

the waiver, compromise, settlement, termination or other release of the performance or observance by Borrower for payment or performance of the Loan Amount;

Continuing Agreement. This is a continuing agreement and shall remain in full force and effect until terminated by written agreement of the parties and until all of the principal of, premium, if any, interest on, and all costs and expenses associated with, all of the Secured Obligations have been fully and indefeasibly paid. This Agreement and the liens and security interests created and granted hereunder shall remain in effect, notwithstanding the fact that at any time or from time to time there may be no Secured Obligations outstanding, in order to secure all future Secured Obligations. If this Security Agreement is revoked by operation of law as against any Grantor, such Grantor will indemnify and save the Bank and its successors and/or assigns harmless from any loss which may be suffered or incurred by them in making, giving, granting or extending any loans or other credit, financing or financial accommodations, or otherwise acting, hereunder prior to receipt by the Bank of notice in writing of such revocation.

Continuing Effect. Except as expressly set forth in [Section 2] of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as amended hereby.

Application. The provisions of this [Section 19] apply to Participants who are employed by the Corporation or an Affiliate located in the United States and are subject to the laws of the United States as of the date of termination of the Participant's employment; provided, however, that to the extent the Participant is party to an employment or other agreement with the Corporation or any Affiliate containing non-competition, non-solicitation, confidentiality, business ideas or similar restrictions (a “standalone restrictive covenant agreement”), whether or not such standalone restrictive covenant agreement has been agreed to before or after execution of this Award Agreement, that standalone restrictive covenant agreement and related enforcement provisions shall apply and the following provisions of this [Section 19] shall also apply, unless otherwise determined by the Corporation in its sole discretion. Notwithstanding the foregoing, [Section 19(l)] below shall apply in any case.

Application. Except as expressly provided herein to the contrary, all payments on the Obligations under the Loan Documents shall be applied in the following order of priority: # the payment or reimbursement of any expenses, costs or obligations (other than the Outstanding Amount thereof and interest thereon) for which Borrower shall be obligated or Administrative Agent, L/C Issuer, Swing Line Lender, or any Lender shall be entitled pursuant to the provisions of this Agreement, the Notes or the other Loan Documents; # the payment of accrued but unpaid interest thereon; and # the payment of all or any portion of the principal balance thereof then outstanding hereunder as directed by Borrower; provided that any prepayment of the Term Loans shall be applied to installments due thereon in the inverse order of maturity. If an Event of Default exists under this Agreement, the Revolving Credit Notes or under any of the other Loan Documents, any such payment shall be applied as provided in [Section 10.3] below.

Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this [Section 2.10] or [Sections 2.3, 10.2]2] or

Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this [Section 2.17(i)] or [Section 2.18] in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Obligations (including, as to Cash Collateral provided

Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Award Agreement (including the Grant Notice), the Plan shall govern and control.

Plan. The Anadarko Retirement Restoration Plan, as it may be amended from time to time.

Plan. “Plan” means the nonqualified, unfunded income deferral program maintained by the Company and established for the benefit of Participants eligible to participate therein, as set forth in this Plan Statement. As used herein, “Plan” does not refer to the documents pursuant to which this Plan is maintained. That document is referred to herein as the “Plan Statement”. The Plan shall be referred to as the “Target Corporation DDCP” (formerly known as the Target Corporation Director Deferred Compensation Plan).

Plan. The Saul Centers, Inc. 2004 Stock Plan, as amended from time to time.

Plan. “Plan” means this plan set forth in this instrument, and known as “The Sherwin-Williams Company 2005 Director Deferred Fee Plan”, amended and restated effective as of ​.

Plan. “Plan” shall mean the Second Amended and Restated 2014 Stock Incentive Plan of ​ Holdings, Inc.