The Company shall establish and maintain a Trust to provide a source of funds to assist the Company in meeting its liabilities under the Plan. Within thirty (30) days following the end of each Plan Year ending after the Trust has become irrevocable pursuant to the Trust Agreement, the Company shall be required to irrevocably deposit additional cash or other property to the Trust in an amount sufficient to pay each Participant or Beneficiary the benefits payable pursuant to the terms of the Plan as of the close of that Plan year.

Establishment of Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount equal to all Indemnifiable Liabilities reasonably anticipated at the time to be incurred in connection with any Claim. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party. The terms of the Trust shall provide that, upon a Change in Control, # the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; # the trustee of the Trust shall advance, within ten (10) business days of a request by Indemnitee, any and all Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under this Agreement); # the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; # the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise; and # all unexpended funds in that Trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee. Nothing in this [Section 4] shall relieve the Company of any of its obligations under this Agreement.

Establishment of Trust. The Participating Employers shall have no obligation to establish or maintain any fund, trust or account (other than a bookkeeping account or reserve) for the purpose of funding or paying the benefits promised under this Plan except as provided in the Trust. The Participating Employers may from time to time transfer to the Trust cash, or other marketable securities or other property acceptable to the trustee in accordance with the terms of the Trust. If the Participating Employers have deposited funds in the Trust, such funds shall remain the sole and exclusive property of the Participating Employer that deposited such funds.

ARTICLE # -- PLAN OPERATION AND ADMINISTRATION 13

Establishment of the Trust. In order to provide assets from which to fulfill the obligations to the Participants and their Beneficiaries under the Plan, the Company may establish a Trust by a trust agreement with a third party trustee, to which each Employer may, in its discretion, contribute cash or other property, including securities issued by the Company, to provide for the benefit payments under the Plan.

Establishment. Pure Cycle Corporation hereby establishes the Pure Cycle Corporation 2024 Equity Incentive Plan (the “Plan”) for certain officers, employees, consultants, and directors of the Company.

Establishment. The Procter & Gamble Company, an Ohio corporation (the “Company”), hereby establishes an incentive compensation plan to be known as The Procter & Gamble 2019 Stock and Incentive Compensation Plan (the “Plan”), as set forth in this document. This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Stock Units, Cash-Based Awards and Other Stock-Based Awards. This Plan shall become effective upon shareholder approval (the “Effective Date”) and shall remain in effect as provided in [Section 1.3].

Establishment. Arrow Electronics, Inc., a New York corporation (hereinafter referred to as the “Company”), establishes an incentive compensation plan to be known as the 2004 Omnibus Incentive Plan (hereinafter referred to as the “Plan”), as set forth in this document.

The Committee shall establish a Deferral Account in the name of each Participant for each Gainsharing Award, or portion thereof, and each Stock Award that is the subject of a Deferral Agreement. As to Deferrals of Gainsharing Awards, each such Account shall be established as of the first date that such Gainsharing Award, or portion thereof, otherwise would have been paid to the Participant. As to deferrals of Stock Awards, each such Account shall be established as of the date that the restrictions applicable to such Stock Award expire. In the case of a Stock Award as to which the restrictions expire at different times for different portions of the Award, such Account shall be established as of the date the first of such restrictions expires. Each Deferral Account shall be credited with the deferred portion of such Award at the time the Account is established, or, in the case of a Stock Award as to which the restrictions expire at different times for different portions of the Award, from time-to-time as such restrictions expire. Thereafter, all Deferral Accounts shall be valued and administered as provided in this Article. Notwithstanding anything in the Plan to the contrary, the Trustee may combine two (2) or more of any Participant’s Deferral Accounts into a single Account, if the Deferral Accounts to be combined # are subject to Fixed Deferral Periods ending on the same date or # are not subject to Fixed Deferral Periods at all.

The Committee shall establish reasonable procedures under which a claimant, who may be a Participant, or Beneficiary, or his/her duly authorized representative, may present a claim for benefits under this Plan.

Establishment of Award Opportunities. Not later than the 90th day of each Performance Period and subject to the terms and conditions of [Section 5] of the Performance Bonus Plan (including the limits on a Participant’s maximum Long-Term Incentive Bonuses with respect to the Performance Period), the Committee shall establish the Maximum Shares and Target Shares for each Participant’s Award Opportunity for the Performance Period. The Committee shall provide an Award Agreement to each Participant as soon as practical following the establishment of the Maximum Shares and Target Shares under the Participant’s Award Opportunity for the Performance Period.

Establishment of Performance Goals. Prior to, or shortly after the beginning of, each performance period, the Committee will approve # the participants for that performance period; # a target award opportunity for each participant, as well as threshold and maximum payout levels, which may be expressed as a percentage of the participant’s annual salary; # one or more specific performance goals that will apply for such performance period, which may vary among participants and from one performance period to another; and # a formula for determining the amounts that may become payable based on the level of achievement of the selected performance goals.

Establishment of Credit Terms. The Parties acknowledge and agree that the Credit Terms for the Program (except for the Back Book Assets, which will have the key pricing terms that are in effect immediately prior to the Conversion Date until aligned pursuant to [Section 5.10.2(b)]) shall be as set forth in [Schedule 5.10.2(a)] (Credit Terms), as modified from time to time pursuant to [Section 5.10.2(b)].

Establishment of TARGET AWARDs. Each Participant shall have a target award, reflected as a specified amount or a percentage of his or her Base Salary, that will be awarded to the Participant for the designated Plan Year if the established Performance Objectives are achieved at the target level (the “Target Award”). Each Plan Year, # the Committee shall approve the Target Award for each Participant that is a [Section 16] Officer, # the CEO shall approve the Target Award for all Participants other than [Section 16] Officers, and # the Committee shall approve the aggregate cost of Target Awards for all Participants other than [Section 16] Officers. Each Participant’s Target Award percentage will be communicated in writing to the Participant upon such Participant’s initial participation in the Plan, and shall remain in effect until any change thereto is communicated to the Participant in writing. The actual Annual Incentive Award to a Participant may be greater or less than his or her Target Award, depending on the level of achievement of applicable Performance Objectives and such other objective or subjective factors as the Committee with respect to [Section 16] Officers or the CEO with respect to individuals who are not [Section 16] Officers, as applicable, shall deem relevant.

On or prior to the Closing Date, the Accounts Bank shall establish and maintain, in the name of the Lender and on the books and records of the Accounts Bank at the offices of the Accounts Bank, the accounts listed in [Exhibit A].

Establishment of the Scorecard. Pursuant to, and subject to, the terms and conditions set forth herein, and in the Plan, the Company hereby establishes the Scorecard, attached hereto as [Exhibit A], based on the objective criteria specified, with which to evaluate the Participant’s performance during the Performance Period. The Scorecard shall represent an objective basis for determining the Performance Percentage for 2024.

Establishment of the Plan. AT&T Inc., a Delaware corporation (the "Company" or "AT&T"), hereby establishes an incentive compensation plan (the "Plan"), as set forth in this document.

#[Sections 1(c)] of the Original Agreement are hereby amended and restated to read in their entirety as follows: