Distribution upon a Specified Payment Date. If a Participant’s Deferral Election provides for distributions based on the occurrence of a Specified Payment Date, upon such Specified Payment Date, that portion (or all) of the Account which is attributable to such Deferral Election shall be distributed to the Participant in a single lump sum.

Treatment of Payment as Made on Designated Payment Date. Solely for purposes of determining compliance with Code Section 409A, any payment under this Agreement made after the required payment date shall be deemed made on the required payment date provided that such payment is made by the latest of: # the end of the calendar year in which the payment is due; # the 15th day of the third calendar month following the payment due date; # if Employer cannot calculate the payment amount on account of administrative impracticality which is beyond the Executive’s control, the end of the first calendar year which payment calculation is practicable; and # if Employer does not have sufficient funds to make the payment without jeopardizing the Employer’s solvency, in the first calendar year in which the Employer’s funds are sufficient to make the payment.

Calculations and Payment Date upon Early Termination. The parties acknowledge and agree that in calculating Loss pursuant to [Section 6] of the Agreement Dealer may (but need not) determine losses without reference to actual losses incurred but based on expected losses assuming a commercially reasonable (including without limitation with regard to reasonable legal and regulatory guidelines) risk bid were used to determine loss to avoid awaiting the delay associated with closing out any hedge or related trading position in a commercially reasonable manner prior to or soon following the designation of an Early Termination Date. Notwithstanding anything to the contrary or in [Section 6(d)(ii)] of the Agreement, all amounts calculated as being due in respect of an Early Termination Date in respect of a Transaction under [Section 6(e)] of the Agreement will be payable on the day that notice of the amount payable is effective; provided that if Counterparty elects to receive Shares or Alternative Delivery Property in accordance with [Section 14], such Shares or Alternative Delivery Property shall be delivered on a date selected by Dealer as promptly as practicable.

Any awards payable under the Plan with respect to Fiscal 2024, Fiscal 2025 and Fiscal 2026, shall be calculated as set forth on Exhibit A hereto. Any awards payable under the Plan resulting from changes in EVA not related to a Business Acquisition or Disposition during the Plan Year (including awards with respect to participants who die, are placed on medical leave of absence or voluntarily Retire during the Plan Year), will be made in cash, net of applicable withholding taxes, by the fifteenth day of the third month following the close of the Plan Year. Any awards payable under the Plan resulting from changes in EVA related to a Business Acquisition or Disposition during the Plan Year (including awards with respect to participants who die, are placed on medical leave of absence or voluntarily Retire during the Plan Year), will be made in cash, net of applicable withholding taxes, by the end of the first calendar year that ends following the close of the Plan Year (or such earlier date, if any, necessary to avoid imposition of [Section 409A] Taxes).

No Change in Specified Payment Date Permitted. If a Participant has selected a Specified Payment Date with respect to a Deferral Election, subject to the provisions of [Section 10(a)] herein, such election becomes irrevocable as of the last day of the calendar year immediately preceding the calendar year to which the Deferral Election relates.

Date of Adoption, Effective Date. The Plan was adopted by the Board of Directors of the Company on April 27, 2022, and will become effective on June 23, 2022, if approved by the shareholders of the Company on June 23, 2022 in accordance with applicable law (such approval date, the “Effective Date”).

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of # the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, twelve months after such renewal or extension, so long as such renewal or extension occurs within three months of such then current expiration date) and # the date that is five Business Days prior to the Commitment Termination Date; provided, however, that any Letter of Credit with a one-year term may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Commitment Termination Date) unless the Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed; provided, further, however, that a Letter of Credit may expire after the date that is five Business Days prior to the Commitment Termination Date, subject to the Borrower’s obligation to cash collateralize such Letter of Credit as provided in the last paragraph of [Section 2.09(a)].

Effective Date. The Effective Date of this Plan is January 1, 2019.

Transition Date. Executive will transition from her current position as Executive Vice President, Chief Financial Officer and Treasurer to Special Advisor effective March 1, 2018 (the “Transition Date”). As of the Transition Date, Executive agrees to resign from any and all officer and director positions she then holds with the Company. In her role as Special Advisor, Executive will perform special project consulting on an as-needed basis, as reasonably requested by the Company.

Separation Date. Executive’s employment at Patterson as Special Advisor will end effective July 31, 2018 (the “Separation Date”). The period between the date of Executive’s execution of this Agreement and the Separation Date or earlier termination date shall be referred to as the “Transition Period.” Executive remains subject to termination for Cause (as defined herein) during the Transition Period.