Special Transition Rule for Certain Participants. This Plan is also intended as the successor to the Prior Agreements (for amounts deferred after ​). The opening Deferral Account balance of each such Participant who participates in this Plan shall be equal to the Participant’s account balance under the Prior Agreement as of the date immediately preceding the Effective Date. Accordingly, a Participant’s first deferral election under this Plan, if any, shall be for the Plan Year ending ​.

Transition. During the period of thirteen months following the Separation Date, Employee agrees to cooperate reasonably and at mutually convenient times and locations with the Company regarding any transitional assistance that may be requested by the Company, including # answering questions about matters relating to the business of the Company or its affiliates as to which Employee has knowledge; and # forwarding to the appropriate person any

Transition. Seller shall not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Partnership from maintaining the same business relationships with the Partnership after the Closing as it maintained with the Partnership prior to the Closing.

Notwithstanding the preceding provisions of this [Article 5], each Deferral of a Stock Award shall be deemed to be invested in the Company Stock Fund until six (6) months and one (1) day following the date the restrictions applicable to such Stock Award expire, unless otherwise determined by the Committee at or after the deferral of such Award. Thereafter, the Participant may transfer all or a portion of such Deferral to another Investment Fund in accordance with the preceding provisions of this [Article 5]. Notwithstanding the preceding provisions of this [Section 5.4], each Deferral of a Stock Award granted on or after ​ shall be deemed to be invested in the Company Stock Fund until the Deferral Account to which such Deferral has been credited has been distributed in accordance with [Article 3] of this Plan.

Special Rule for First Eligibility. Any individual who is first elected to the Board as a non-employee director after ​ shall, not later than fifteen (15) days after such election to the Board, select a Payment Date for Shares to be delivered to him under the RSUs constituting the Program Award to be granted to him in connection with his election to the Board. For the avoidance of doubt, an individual receiving a first time grant under this subparagraph shall not be entitled to reduce any portion of his or her cash retainer and thereby receive an increased Program Award in connection therewith.

Special Rule for Company Blackout Periods. The Company has established a securities trading policy (the “Trading Policy”) relating to disclosure and trading on inside information as described in the Trading Policy. Under the Trading Policy, certain Employees and Directors are prohibited from trading stock or other securities of the Company during certain “blackout periods” as described in the Trading Policy. If, under the terms of the Plan or an Award agreement, the last date on which a stock option or Stock Appreciation Right can be exercised falls within a blackout period imposed by the Trading Policy, the applicable exercise period shall automatically be extended by this [Section 12.2] by a number of days equal to the number of United States business days that the applicable blackout period is in effect, but in no event beyond the original maximum term of the stock option or Stock Appreciation Right. The Committee shall interpret and apply the extension automatically provided by the preceding sentence to ensure that, to the maximum extent possible, the term of any stock option or Stock Appreciation Right shall not expire during an imposed blackout period.

Special Rule for Newly Eligible Individuals. An individual who, by reason of commencement of employment or promotion during a Plan Year, would first

Transition Rule – Notwithstanding the above vesting schedule, the vesting provisions of the plan before ​, shall continue to apply to participants who do not have an hour of service on or after such date.

Transition Bonus. The Company will pay you a one-time transition bonus of ​ payable 90 days after the Effective Date, provided of course that you remain employed as of that date. This bonus payment shall be subject to all applicable taxes and withholdings.

Professional Transition. The Executive agrees to cooperate with and assist the Company in a responsible, positive and professional manner with respect to the transition of his employment duties and responsibilities. The Executive acknowledges that the Company’s obligations under this Agreement are expressly contingent on such cooperation and assistance, and on the Executive dealing with any issues relating to his employment with or separation from the Company in a similarly responsible, positive and professional manner.