Cessation of Participation. Effective as of July 1, 2021, # Sequent Energy Management, LP and Sequent Energy Canada Corp. and their direct and indirect subsidiaries will cease to be affiliated companies of Southern Company Gas for purposes of determining Employing Company status under the Plan; and # Participants who cease to be Employees due to the sale of Sequent Energy Management, LP and Sequent Energy Canada Corp., will cease to be eligible to actively participate in the Plan.

Partial Year Participation. Unless otherwise determined by the Committee or the CEO (with respect to individuals who are not [Section 16] Officers) # if a Participant begins employment or is promoted to an eligible position after the beginning of a Plan Year but before October 1 of such Plan Year, such Participant will be eligible to receive an Annual Incentive Award for such Plan Year, which will be prorated based on the number of days such person participated in the Plan during the Plan Year; and # if a Participant begins employment or is promoted to an eligible position after October 1 of a Plan Year, the Participant will not be eligible to receive an Annual Incentive Award for such Plan Year. If a Participant takes a leave of absence during the Plan Year for any reason, the Committee or the CEO (with respect to individuals who are not [Section 16] Officers) in their discretion, may determine whether such employee may participate in this Plan and the terms of such participation, if any.

Participation Effective Date. The effective date of the Participant’s participation in the Plan is April 1, 2017.

Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in each Issuing Bank’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit for which the Issuing Bank is not reimbursed in full by ​ in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Bank upon demand at the Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each L/C Participant’s obligation to purchase participations pursuant to this [subsection 3.4] shall be absolute and unconditional and shall not be affected by any circumstance, including # any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Bank, ​ or any other Person for any reason whatsoever, # the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in [Section 5], # any adverse change in the condition (financial or otherwise) of ​, # any breach of this Agreement or any other Loan Document by ​ or any other L/C Participant or # any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Eligibility and Participation. Participants in the Plan shall be selected by the Committee from among those Eligible Employees who, in the opinion of the Committee, are Eligible Employees in a position to contribute to the Company’s continued growth and development and to its long-term financial success.

Duration of Participation. Subject to Article 4 and Article 8, an Employee shall cease to be a Participant in the Plan if # his or her employment is terminated under circumstances in which he or she is not entitled to Severance Benefits under the terms of this Plan, or # prior to a Change in Control, he or she is removed as a Participant or ceases to be among the class of employees designated by the Committee or the Board as Participants, in accordance with Section 3.1. Notwithstanding the foregoing, a Participant who has terminated employment and is entitled to Severance Benefits under Article 4 shall remain a Participant in the Plan until the full amount of the Regular Severance Benefits or Change in Control Severance Benefits, as applicable, and any other amounts payable under the Plan have been paid to the Participant.

Termination of Participation. If the Administrator determines in good faith that the Executive no longer qualifies as a member of a select group of management or highly compensated employees, as determined in accordance with ERISA, the Administrator shall have the right, in its sole discretion, to prohibit any further crediting to the Deferral Account.

Eligibility for Participation. Plan Participants shall be limited to those Employees that are currently participants in the Company’s Phantom Stock Plan.

Maximum Participation Amount. Notwithstanding anything to the contrary contained herein, [[Organization C:Organization]] shall not purchase and hold, at any one time, Participation Interests such that the Outstanding Participation Amount exceeds the Maximum Participation Amount; provided, however, that [[Organization C:Organization]] may, in its sole and absolute discretion, elect to temporarily increase the Maximum Participation Amount upon written notice to [[Organization B:Organization]] pursuant to Section 2.8. Nothing contained in this Section shall limit, impair or affect the provisions of Section 2.2.

Existing Ownership and Participation. Sinclair holds a combined interest in the LP and LLC of approximately 49.9% and has two designees on the Board of Directors of the LLC, which is the sole general partner of the LP. Based on its existing ownership and actual participation, and its knowledge, experience and skill in financial, investment and business matters, Sinclair is capable of evaluating the suitability and bearing the economic risk of an investment in the Purchased Interests. Sinclair has made its determination to acquire the Purchased Interests based on its existing ownership and actual participation, and its independent investigation and verification of the results of operations and assets of the LP and the LLC. Sinclair acknowledges and agrees that the representations and warranties set forth in Article 2 constitute the sole and exclusive representations and warranties of Emmis in connection with the transactions contemplated hereby, and no others, expressed or implied, are made, including regarding the financial results or operations or assets of the LP or the LLC.