The Company will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

In calculating any entitlement to Conversion under this clause 7 fractions shall be rounded down to the nearest whole Common Share.

No fractional shares of the Company’s membership units will be issued upon conversion of this Note. All fractions shall be rounded up to the next whole number.

Years of Service. For purposes of determining the Participant’s benefits under the Plan, the Participant’s Years of Service shall include all years (and fractions thereof) of employment with the Company and its subsidiaries, whether or not continuous, measured from ​.

“4.4 “Retirement” shall mean termination of employment after Recipient is # age 62 with at least five years of service as an employee of the Company, or # age 55 with age plus years of service (including fractions) as an employee of the Company totaling at least 70.”

Fractional Warrants. Upon the exercise of this Warrant, no fractions of shares of the Common Stock shall be issued; but fractional Warrants shall be delivered, entitling the Holder, upon surrender with other fractional Warrants aggregating one or more full shares of the Common Stock, to purchase such full shares of the Common Stock.

Crediting of Dividend Equivalents. On each dividend payment date for the Corporation, the Corporation will credit the memorandum account of each Participant who holds Restricted Stock Units as of the declared record date with additional Restricted Stock Units and fractions thereof equivalent to the dividend paid on the Corporation’s Common Stock based on the Fair Market Value of the Common Stock on the dividend payment date. Each credited dividend equivalent will be equal to the amount of the regular quarterly dividend paid in accordance with the Corporation’s normal dividend payment practice as may be determined by the Committee, in its sole discretion. The Participant’s memorandum account will be credited with additional Restricted Stock Units, including fractions thereof, pursuant to this paragraph until all Restricted Stock Units that were credited to the Participant are distributed.

Bion shall not be required to issue fractions of SHARES or other stock upon the conversion of the Note. If any fraction of a share would be issuable on the Conversion of the Note, Bion shall purchase such fraction for an amount in cash equal to its fair market value, as determined in good faith by the Board of Directors of Bion.

Stock options and restricted stock units granted hereunder shall be for a number of whole shares of Common Stock. Any fractional share of Common Stock shall be rounded down to the nearest whole share of Common Stock. Fractions of shares of Common Stock subject to a stock option or restricted stock units shall not vest on a vesting date of an Initial Grant, an Annual Grant, an Interim Annual Grant, or an Election Grant, and the shares of Common Stock that do vest on a vesting date shall be rounded down to the nearest whole share of Common Stock; provided, however, that such fractions of shares of Common Stock shall be added to the number of shares of Common Stock that vest on the final vesting date or that otherwise vest due to the vesting acceleration (with any resulting fraction of a share of Common Stock being rounded down to the nearest whole share of Common Stock).

Elimination of Fractional Interests. Company shall not be required to issue stock certificates representing fractions of common stock upon the exercise of the Warrant Shares, nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the Parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of Warrant Shares.

Share Account. The Company shall maintain a Share Account for each Deferred Stock Participant and for each Monthly Deferral Participant who elects to have a Deferred Amount credited in Shares pursuant to ​ hereof. The Share Account shall be denominated in Shares and maintained in fractions rounded to three (3) decimal places. Shares allocated to each Share Account shall be hypothetical and not issued or transferred by the Company until payment is made pursuant to [Section 8] hereof.

“Vesting Service” shall mean # for an Employee with no Reemployment Commencement Date, the period (calculated in years and daily fractions thereof) commencing with the Employee’s Employment Commencement Date and ending upon the date of the Employee’s Separation from Service, and # for an Employee with a Reemployment Commencement Date, the aggregate of # the period commencing with the Employee’s most recent Reemployment Commencement Date plus # the Vesting Service as defined in the Savings Plan for time periods prior to such Reemployment Commencement Date.

Upon a conversion hereunder the Maker shall not be required to issue stock certificates representing fractions of shares of the Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the Per Share Market Value at such time. If the Maker elects not, or is unable, to make such a cash payment, the Payee shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.

Determination of the Number of Outstanding Shares. For purposes of [Section 5(e)(i)], the number of shares of Common Stock or Partnership Units outstanding at any time will # include shares or units issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock or Partnership Units; and # exclude shares of Common Stock held in the Parent’s treasury or Partnership Units held in the Company’s treasury (unless the Parent or the Company, as applicable, pays any dividend or makes any distribution on such shares or units held in its treasury).

Business Unit(s). The multiple related to the performance of the Corporate Business Unit is referred to as the “Corporate Multiple.” The Corporate Multiple and Business Unit Multiples may be zero or positive and may consist of whole numbers or fractions. Not later than April 30 of the Plan Year, the participant and the participant’s supervisor (and with respect to the CEO, the CEO, and the Compensation Committee) shall agree on a set of strategic performance objectives for the participant for the Plan Year (the “Performance Plan Goals”).

Number of Units. The Participant is granted the number of RSUs as specified in the Participant’s account under the 2021 RSU grant, administered by Fidelity Investments or any successor thereto (“Fidelity”). A RSU is a hypothetical share of Verizon’s common stock. The value of a RSU on any given date shall be equal to the closing price of Verizon’s common stock on the New York Stock Exchange (“NYSE”) as of such date. A Dividend Equivalent Unit (“DEU”) or fraction thereof shall be added to each RSU each time that a dividend is paid on Verizon’s common stock with respect to each dividend record date that occurs after the date of grant and prior to the payment of a RSU. The amount of each DEU shall be equal to the corresponding dividend paid on a share of Verizon’s common stock. The DEU shall be converted into RSUs or fractions thereof based upon the closing price of Verizon’s common stock traded on the NYSE on the dividend payment date of each declared dividend on Verizon’s common stock, and such RSUs or fractions thereof shall be added to the Participant’s RSU balance. DEUs that are credited will be subject to the same vesting, termination and other terms as the RSUs to which they relate. To the extent that Fidelity or the Company makes an error, including but not limited to an administrative error with respect to the number or value of the RSUs granted to the Participant under this Agreement, the DEUs credited to the Participant’s account or the amount of the final award payment, the Company or Fidelity specifically reserves the right to correct such error at any time and the Participant agrees that he or she shall be legally bound by any corrective action taken by the Company or Fidelity.

Harsco Stock Account: To the extent that a Non-Employee Director elects a notional investment in a Harsco Stock Account (or a RSU deferral is automatically notionally invested in a Harsco Stock Account), the Corporation shall credit a Harsco Stock Account established in his name with units (including fractions), the number of which shall be obtained by dividing the amount of the deferred Director's Fees or vested RSUs for that period to be so invested, by the Fair Market Value of the Corporation's common stock on the day immediately preceding the date such credit is to be made to the Account (i.e. February 14 for the February 15 credit date). This credit shall occur on a quarterly basis, as of each February 15, May 15, August 15 and November 15, for fees earned during the quarterly period ending on the day immediately preceding such crediting date.