Long Term Incentive Award (“LTIP Award”). You will be eligible to participate in the Company’s annual long-term incentive equity grant program with a targeted grant fair value of $6,000,000. For the performance year 2020, you will receive a pro-rated targeted grant fair value of $3,000,000, which will be approved and granted at the first meeting of the Management Development and Compensation Committee after the Effective Date, and will be delivered 50% in Performance Stock Units (based on a Monte Carlo calculation), 30% in Stock Options (based on a Black Scholes methodology), and 20% in Restricted Stock Units ( based on the 30 day average prior to and including the grant date). All LTIP Awards will be governed by the terms and conditions consistent with awards made to other similarly situated officers of the Company.

Additionally, provided that you are hired on or before February 10, 2017, you will also be recommended to receive an annual 2017 LTIP grant with a cash value of $825,000 (subject to approval by the Compensation Committee of the Board of Directors meeting on that date). Half of this LTIP award will be performance-based (payable in shares and cash at the end of the three-year performance period). The other half of the LTIP award will be options (vesting 25% over 4 years). Additional details will be provided at the time of grant.