Short-Term Cash-Based Incentive Compensation. The Committee may claw back of all or part of short-term cash-based Incentive Compensation (“cash incentive”) previously paid to a CEM to the extent that:

Short-Term Incentive Plan. Throughout the Strategic Advisory Period, Executive will continue to participate in the Company’s Short-Term Incentive Plan for Leadership Team members. Executive’s benefit will continue to be governed by all terms of the Short-Term Incentive Plan. Payment of Executive’s 2022 Short-Term Incentive Plan benefit will occur during April 2023, notwithstanding the fact Executive will not be actively employed on that date. EDCP deferral elections, if applicable, will apply to this payment.

Your target under the Senior Executive Annual Incentive Plan during the Interim Period will be 100% of your base salary and the Stipend, with a maximum opportunity of 200% of your base salary and the Stipend.

Among other purposes, the Plan is designed to memorialize and facilitate the Company’s short term incentive award program, which was initially implemented in calendar year ​. The Plan is intended to allow, among other cash-based awards, for the award of annual cash incentives under the Company’s short term incentive award program that qualify as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code.

The Short Term Incentive Plan (“Plan”) is established to provide Executive Officers, Officers, Senior Managers and, where appropriate, other Employees, with short-term incentive compensation based upon the achievement of performance goals.

Notwithstanding any other provision to the contrary of the Plan, any Award or agreement relating to an Award, any Award and any shares of Stock, cash or other compensation received by an Eligible Employee pursuant to this Plan that constitute incentive-based compensation may be subject to recovery by the Company under any compensation recovery, recoupment or clawback policy that the Company may adopt from time to time, including without limitation any policy that the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Stock may be listed. Each Eligible Employee shall promptly return any such incentive-based compensation that the Company determines it is required to recover from such Eligible Employee under any such policy.

Short-Term & Long-Term Incentive Compensation Plans; Severance Plans. Other than as set forth in [Exhibit A] and sections 2 and 3 above, the Executive hereby relinquishes, releases and forfeits any participation in and/or payments from any and all other annual incentive compensation, long-term incentive compensation, and other compensation plans, programs and awards, as well as from any and all benefit plans, programs, agreements or other arrangements that would provide any consideration to Executive by reason of characterizing the termination of his employment as other than a voluntary resignation, including but not limited to the ​ Company, Inc. Severance Plan, the ​ Executive Severance Plan and the ​ Change In Control Agreement.

Compensation During Short-Term Disability. Your compensation for any period that you are absent due to a short-term disability (“STD”) and are receiving compensation under a short-term disability plan sponsored or maintained by the Company shall be determined in accordance with the terms of such STD plan. The compensation provided to you under the applicable STD plan shall be in lieu of the Salary provided under this Agreement. Your participation in any other Company benefit plans or programs during the STD period shall be governed by the terms of the applicable plan or program documents, award agreements and certificates.

Long-Term Incentive Compensation. During your employment under this Agreement, you shall be eligible to participate in the Company’s equity incentive plan 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, based on a target value of ​ per annum beginning with the 2023 grant. The annual design and actual grant date value of your award shall be determined and subject to modification (in a manner consistent with award principles applicable to similarly situated employees of the Company) by the Board or a committee of the Board.

Long-Term Incentive Compensation. Beginning with calendar year 2017, you shall be eligible to receive annual grants of long-term incentive compensation under the [[Organization A:Organization]] 2009 Long-Term Incentive Plan (or any successor plan thereto) (the “LTIP”), as may be amended from time to time without notice in the discretion of [[Organization A:Organization]]. You shall have a target long-term incentive value equal to One Hundred Eighty-Five percent (185%) of your Base Salary. The precise amount, form (including equity and equity-based awards, which for purposes of this Agreement are collectively referred to as “equity awards”) and timing of any such long-term incentive award, if any, shall be determined in the discretion of the Compensation Committee of the [[Organization A:Organization]] Board of Directors (the “Committee”).