Long Term Incentive Compensation. Employee shall receive a long term incentive opportunity pursuant to the terms of the Long Term Incentive Plan of the Employer at a target of 30% of base compensation consisting of grants of time based restricted stock units and performance based restricted stock units. Actual stock earned is variable from 0% to 200% of target based on achievement of certain metrics established by the Compensation Committee of the Board of Directors of the Employer.

Long Term Incentive Compensation. During the Employment Period, the Executive shall be entitled to participate in all incentive compensation plans, practices, policies, and programs applicable generally to other peer executives of the Company and its Affiliated Companies, but in no event shall such plans, practices, policies, and programs provide the Executive with incentive opportunities and potential benefits, both as to amount and percentage of compensation, less favorable, in the aggregate, than those provided by the Company and its Affiliated Companies for the Executive under the NextEra Energy, Inc. Amended and Restated Long Term Incentive Plan (including, without limitation, performance share awards, stock option grants and restricted stock awards), or other plan providing for the grant of equity compensation for executive officers, as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliated Companies.

Long-Term Incentive Compensation. Any unvested long-term incentive awards that you hold as of the Termination Date will be settled as follows:

Long-Term Incentive Compensation. The Committee may # claw back all or a portion of any previously vested or paid long-term Award; or # cause a performance adjustment, including the forfeiture or cancellation, of all or a portion of any unpaid or unvested long-term Award, if the Committee, or such other designee as referenced above, determines, in its discretion, that any one of the following “Performance Conditions” has occurred:

Long-Term Incentive Compensation. During your employment under this Agreement and beginning with your 2022 LTMIP grant, you shall be eligible to receive annual grants of long-term compensation under the Company’s equity incentive plan, as in effect from time to time, at a level appropriate to your position and individual performance as determined by the Board or a committee of the Board, in its discretion, with an expected target value of ​, comprised of one or more types of equity awards determined by the Board or a committee of the Board.

Long-Term Incentive Compensation. With respect to Long-Term Incentive Compensation that qualifies as performance-based compensation as described in [Section 409A], the Committee may permit eligible Participants to defer any part (in 5% increments up to 75%) of the amount of Long-Term Incentive Compensation to be paid for such performance period provided that the election to defer is made no later than the date that is six months before the end of the performance period. In no event will an election to defer Long-Term Incentive Compensation be permitted after such compensation has become both substantially certain to be paid and readily ascertainable. With respect to Long-Term Incentive Compensation that does not qualify as performance-based compensation as described in [Section 409A], the Committee may establish procedures for the deferral of such compensation provided such procedures comply with the provisions imposed by [Section 409A].

Long Term Incentive Opportunity. You will continue to participate in the Company Long Term Incentive Plan (“LTIP”) in accordance with the terms and conditions of the LTIP and any applicable award documents. Your 2021 LTIP opportunity will be determined by the MD&C Committee in ​ and will be targeted within a competitive range of the market for chief executive officers of the Company’s peer group.

Long Term Incentive Award. You will be eligible to participate in the Company's annual long-term incentive equity grant program beginning with the 2018 performance year. The grant date for your 2018 award will occur on the first MDCC meeting after the Effective Date, and will have a targeted grant value of ​. Awards after 2018 will be in the range of ​- 3.0 million, as determined in accordance with normal Company procedures. The awards shall be delivered in equity (RSUs, stock options and/or performance stock units) and have terms and conditions consistent with awards made to other similarly situated officers of the Company.

Long-Term Incentive Awards. During the first quarter of each calendar year of the Employment Period, Executive shall be eligible to receive long-term incentive award(s), subject to approval by the Board, as part of the Company’s long-term incentive program applicable to other executives (the “Target Annual LTIA”). Beginning in the calendar year ​ and in each calendar year thereafter, such grants shall have an aggregate target fair value equal to no less than ​. Annual grants will be comprised of a combination of 50% “Performance-Based Awards” that shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a multi-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award, and 50% time-based awards that shall vest based on continued service over a multi-year period. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. Notwithstanding the foregoing, each Target Annual LTIA shall be subject to approval by the Board and to the terms and conditions of the Equity Plan and the applicable award agreement(s) to be entered into between AGNC and the Executive, which shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executive during any such calendar year, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and the Executive (as approved by the Compensation Committee).

Long-Term Incentive Plan. This Option is subject to all of the terms and conditions of the most recently approved Texas Instruments Long-Term Incentive Plan in effect as of the Grant Date (the “Plan”). In the event there is a conflict between the terms and conditions of the Plan and those of this Option, the terms of the Plan shall govern and be determinative. The capitalized terms in this Agreement have the meaning stated in the Plan, except as otherwise specified.