Voluntarily by Executive. During the Strategic Advisory Period, Executive may terminate his employment voluntarily at any time. Upon such a voluntary termination by Executive, each of the Company and Executive will be released from any and all further obligations under this Agreement except: # that the Company will pay to Executive the base salary and the 2022 Short-Term Incentive Plan benefit earned by Executive as of the Accelerated Retirement Date; and # as described in Section 6(d). In addition, provided that Executive signs this Agreement and signs and does not revoke the release described in 8(c), Executive’s PSUs and PBRSUs will fully vest notwithstanding the fact Executive will not be actively employed on these awards’ scheduled vesting dates.

Termination for Cause or Voluntarily By Executive. If Executive’s employment by the Company is terminated by the Company for Cause or due to Executive’s voluntary resignation other than by Constructive Termination, then # the Employment Period shall be deemed to have ended as of the date Executive ceases to be employed by the Company and # Executive shall be entitled to receive the Accrued Obligations. Executive shall provide fifteen (15) days notice of the date he intends to resign.

I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

•voluntarily provides

voluntarily quits or retires;

You enter into this Agreement voluntarily;

Participant is voluntarily participating in the Plan;

the Plan is established voluntarily by the Company and it is wholly discretionary in nature;

has been voluntarily disclosed to the public by Employer (except where such public disclosure has

The Executive knowingly and voluntarily hereby signs this Bring Down Release on May, 5, 2017.