Long-Term Incentive Plan. Your option is subject to all of the terms and conditions of the Texas Instruments 2009 Long-Term Incentive Plan (hereinafter “the Plan”). In the event of any conflict between such terms and conditions and those set forth herein, the terms of the Plan shall govern and be determinative.

Long-Term Incentive Plan. In addition to CEO’s base Annual Salary and Annual Incentive, CEO shall, (except as otherwise provided in this Agreement), if CEO is employed by USPB through December 29, 2018, CEO shall be paid long-term incentive compensation calculated as described below (referred to as “Long-Term Incentive”):

The Board may suspend or terminate the Plan at any time, and such suspension or termination may be retroactive or prospective.

Plan Effective Date and Term. This Plan, as amended and restated, was adopted by the Company to be effective on the Effective Date. No Awards may be granted under this Plan on and after May 19, 2026. However, any Award granted prior to such termination, and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of this Plan, shall extend beyond such termination date until the final disposition of such Award.

Term and Termination of the Plan. This Plan initially became effective as of January 1, 2007, and most recently was amended and restated effective as of January 1, 2022. The Plan will remain in effect until it is terminated by the Committee.

This Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the shareholders of the Company. It shall continue in effect for a term of ten years unless sooner terminated.

Your Medtronic LTIP grant for Fiscal Year 2020, granted on July 29, 2019, will remain unchanged. Information about your Fiscal Year 2021 LTIP will be provided following the June 2020 Board of Director meeting.

Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board (the “Effective Date”). It is expressly intended that approval of the Company’s stockholders not be required as a condition to the effectiveness of the Plan, and the Plan’s provisions shall be interpreted in a manner consistent with such intent for all purposes.

Term. The Term of this Assignment Agreement shall initiate on the Effective Date recited above and shall continue until the date on which Roth ceases to be the record owner of the Interest, except that, if Roth ceases to be the record owner of the Interest in violation of his covenants herein, the rights of Golden Royal hereunder shall continue until said violation is remedied.

Term. This Plan shall be effective as of the Company’s fiscal year beginning July 1, 2019. This Plan amends and restates The Hain Celestial Group, Inc. 2015-2019 Executive Incentive Plan which originally became effective as of July 1, 2014 and provided for an original term covering awards granted through and including the fiscal year ended June 30, 2019.