Change its jurisdiction of organization and/or organization and/or organizational identification number (if any), change its corporate name; or

If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 5 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.

Changes in Corporate Structure. Within ten (10) days prior to any merger, consolidation, dissolution or other change in corporate structure of any [[Loan Party:Organization]] or any of its Subsidiaries permitted pursuant to the terms hereof, provide notice of such change in corporate structure to the [[Administrative Agent:Organization]], along with such other information as reasonably requested by the [[Administrative Agent:Organization]]. Provide notice to the [[Administrative Agent:Organization]], not less than ten (10) days prior (or such extended period of time as agreed to by the [[Administrative Agent:Organization]]) of any change in any [[Loan Party:Organization]]’s legal name, state of organization, or organizational existence. In connection with any such change in this [subsection (d)], provide all documents and take all action as may be reasonably requested by the [[Administrative Agent:Organization]], or required by law, to maintain the first priority security interest in the Collateral in favor of the [[Administrative Agent:Organization]].

Awards to Corporate participants will be based on their Guideline Incentive (eligible salary multiplied by the applicable guideline percentage) multiplied by the Corporate Final Performance Index. The Corporate Final Performance Index shall be based on the consolidated financial performance of the Company including Graybar Corporate, districts, zones and all subsidiaries as determined from time to time in accordance with guidelines adopted by the Board.

Schedule # — Changes in Corporate Structure

Section # Changes in Corporate Structure 3

Changes. Any changes requested by Tenant to the Tenant Improvements shall be requested and instituted in accordance with the provisions of this Section 4 and shall be subject to the written approval of Landlord and the Tl Architect, such approval not to be unreasonably withheld, conditioned or delayed.

Corporate Policies. During the Term, the Executive shall be subject to all of the Company’s corporate governance and executive compensation policies in effect from time to time, including any stock ownership guidelines.

Corporate Documents. The Administrative Agent shall have received:

In the event of an involuntary termination due to a Corporate Transaction prior to the Award Payment Date or the Eligibility Date, a Participant may be considered for an Award subject to the other terms and conditions of the Plan and with any arrangements with a third party involved in the Corporate Transaction.