Participants must be employed on the Award Payment Date to be eligible for an Award unless otherwise noted below, or in the Country Appendix, subject to the Plan’s other terms and conditions, including criteria set forth in [Section IV]. If a Participant is serving out a Notice Period (whether given by their Employer or the Participant) for any reason whatsoever on the Award Payment Date or is otherwise no longer employed by their Employer on the Award Payment Date or the Eligibility Date, the Participant shall not be eligible to be considered for an Award unless specified below or in a Country Appendix.

Awards for non-US Participants will be paid or provided no later than the monthly or semi-monthly regularly scheduled payroll date for the month of February of the calendar year following the end of the Plan Year, unless otherwise specified in the Country Appendix covering the Participant.

Despite participation in the Plan, a Participant’s employment relationship with their Employer may be terminated at any time in accordance with the Participant’s employment contract or Applicable Laws, Policies, and Expectations. The Plan does not form part of a Participant’s contract of employment, unless otherwise required by Applicable Laws, Policies, and Expectations.

Section # (Employment Changes) Part B (Changes in Employment Status) Item c (Terminations - International Participants) (Definition of “Cause”)

Each [[Organization C:Organization]] or assignee or participant of a [[Organization C:Organization]] that is not incorporated under the laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both # an Affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country and # subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to [[Organization B:Organization]] the certification, or, if applicable, recertification, certifying that such [[Organization C:Organization]] is not a "shell" and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: # within ten (10) days after the Closing Date, and # as such other times as are required under the USA PATRIOT Act.

Other Terminations. Unless otherwise determined by the Committee upon grant, if any Optionee’s employment with or service to the Company or any Subsidiary is terminated by such Optionee for any reason other than death, Disability, Normal or Early Retirement or Good Reason (as defined below), the Option shall thereupon terminate, except that the portion of any Option that was exercisable on the date of such termination of employment or service may be exercised for the lesser of ninety (90) days after the date of termination (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the balance of such Option’s term, which ever period is shorter. The transfer of an Optionee from the employ of or service to the Company to the employ of or service to a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed to constitute a termination of employment or service for purposes of the Plan.

Other Terminations. In the event that you are no longer a NonEmployee Director before the Vesting Date other than as specified in Sections 4 or 5 above, you will forfeit any Shares that have not become nonforfeitable by you at the time of such termination, unless otherwise determined by the Board and/or in accordance with the Plan.

Other Terminations. Except as otherwise provided pursuant to Section 8, in the event of a Participant’s termination of employment during a Performance Period for any reason other than Qualifying Retirement, Other Retirement, death, Disability, or termination of employment by the Company without Cause, the Participant will forfeit his or her Award Opportunity for such Performance Period, without any further action or notice.

1 NTD: The Rights Holders need enter into a separate agreement describing how these amounts shall be distributed among the Rights Holders

Minimum US Availability. Permit US Availability to less than # $2,000,000 at any time between and including the Seventh Amendment Effective Date and June 15, 2018, or # $3,000,000 at any time on or after June 16, 2018.