Common use of Code Section 409A Clause in Contracts

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or to the Plancontrary, if and to the Companyextent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Company that such benefits will, to the extent it deems necessary practicable, comply with, or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if this Agreement will, to the Participant extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply will not be permitted unless such deferrals are in compliance with Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “Specified Employeespecified employee” (within the meaning set forth as defined under Code Section 409A(a)(2)(B)(i409A)) as of , any payment that is deemed to be deferred compensation under Code Section 409A to be made to the date of the Participant’s Executive upon a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will may not be made on the originally scheduled dates and will instead be issued in a lump sum on before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments that would have been made to Executive during the six months following his separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and one day after paid to Executive during the date of the seventh month following his separation from service, with and any remaining payments due will be made in their ordinary course as described in this Agreement. For the balance purposes herein, the phrase “termination of the shares issued thereafter employment” or similar phrases will be interpreted in accordance with the original vesting term “separation from service” as defined under Code Section 409A if and issuance schedule set forth to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, but then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A if and only if such delay to the extent required. Further, in the issuance of the shares is necessary event that this Agreement or any benefit thereunder will be deemed not to avoid the imposition of taxation under comply with Code Section 409A. Each installment of shares that vests is a “separate payment” 409A, then neither the Company, the Board, the Committee nor its or their designees or agents will be liable to any participant or other person for purposes of Treasury Regulation Section 1.409A-2(b)(2)actions, decisions or determinations made in good faith.

Code Section 409A. The Restricted Stock Unit Award and payments Payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code be exempt from, or to otherwise comply with, Section 409A of the Code and the Treasury regulations of the United States Treasury Department and guidance issued thereunder (collectively, “Treasury RegulationsCode Section 409A”). Notwithstanding Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 27 will apply in order that the Awarded Units, and related dividend equivalents and any other provision in this Agreement related rights, will be exempt from or the Planotherwise comply with Code Section 409A. In addition, the CompanyCompany and the Committee reserve the right, to the extent it the Company or the Committee deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan and/or this Agreement and/or the Plan so to ensure that the Restricted Stock Units granted to the Participant qualify for exemption all Awarded Units, and related dividend equivalents and any other related rights, are exempt from or comply otherwise comply, and in operation comply, with Code Section 409A; provided409A (including, howeverwithout limitation, that the avoidance of penalties thereunder). Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Restricted Stock Units shall Awarded Units, and related dividend equivalents and any other related rights, will be exempt from or comply with avoid any penalties that may apply under Code Section 409A and 409A, makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement Awarded Units and related dividend equivalents and any other related rights, and will not indemnify or the Plan shall provide a basis for any person gross up payment to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any a Participant (or his or her estate or any other party beneficiary) for any taxes, interest or penalties or interest imposed under Code Section 409A. The settlement of Awarded Units that constitute nonqualified deferred compensation within the meaning of Code Section 409A for (“409A Awarded Units”) may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate the vesting of 409A Awarded Units, without changing the settlement terms of such 409A Awarded Units. In the case of any amounts paid or payable under settlement of 409A Awarded Units during a specified period following any date triggering a right to settlement, the Participant shall have no influence on any determination as to the tax year in which the settlement will be made. Notwithstanding any other provision in this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employeespecified employee” (within the meaning set forth for purposes of Code Section 409A(a)(2)(B)(i)) 409A as of the date of the Participant’s separation from service Termination of Service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Treasury Regulation Code Section 1.409A-1(h))409A, then the issuance of any shares that would otherwise be made (ii) is payable upon the date Participant’s Termination of Service for a reason other than death, and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the separation from service or within Participant’s Termination of Service, such payment shall be delayed and paid to the first six months thereafter will not be made Participant on the originally scheduled dates and will instead be issued in a lump sum on the date day that is six months and one day after following the date Participant’s Termination of Service or, if earlier, within ninety (90) days following the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Participant’s death.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to To the extent any provision of this Agreement or action by the Company would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the Plan extent permitted by law and deemed advisable by the Company. Payments under this agreement are intended to satisfy be exempt from Code Section 409A, and, if not exempt, to be compliant with the “short-term deferral” rule set forth in requirements of Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, to the extent any payments are part of a plan or agreement that is subject to Code Section 409A and such payments are payable on termination of employment (or other similar concept), such payments shall only be made if the regulations payment triggering event also constitutes a “separation from service” within the meaning of Code Section 409A. In addition, if (A) the United States Treasury Department issued thereunder Company has any class of equity securities traded on a stock exchange and (B) Executive is a “Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so specified employee” (as that the Restricted Stock Units granted to the Participant qualify phrase is used for exemption from or comply with purposes of Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the ParticipantExecutive’s “separation from service service,” any payment that is subject to Code Section 409A and is payable by reason of Executive’s “separation from service,” such payment shall not be made prior to the first day of the seventh (within 7th) calendar month following the meaning date of Executive’s “separation from service” or the date of Executive’s death, if earlier. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-1(h1.409A-3(i)(1)(iv)), then . This Agreement may be amended to the issuance of any shares that would otherwise be made upon extent necessary (including retroactively) by the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary Company to avoid the imposition application of taxation taxes or interest under Code Section 409A. Each installment 409A, while maintaining to the maximum extent practicable the original intent of shares this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Company does not guarantee that vests is a “separate payment” for purposes any such benefits will satisfy the provisions of Treasury Regulation Code Section 1.409A-2(b)(2)409A or any other provision of the Code.

Code Section 409A. The Restricted Stock Unit Award (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation the severance payment, will be paid to Executive during the six-month period following the Termination Date to the extent that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period, the Company will pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period. (b) To the extent applicable, this Agreement will be interpreted and payments made pursuant applied consistent and in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may not be either exempt from or compliant with Section 409A of the Code and related Department of Treasury guidance, the Company may in its sole discretion adopt such amendments to this Agreement or take such other actions that the Company determines are necessary or appropriate to (i) exempt the compensation and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code benefits payable under this Agreement from Section 409A and the regulations of the United States Treasury Department issued thereunder Code and/or preserve the intended tax treatment of such compensation and benefits, or (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or ii) comply with the requirements of Section 409A of the Code Section 409Aand related Department of Treasury guidance; provided, however, that this Section 6(b) will not create any obligation on the part of the Company makes no representations that to adopt any such amendment or take any other action. (c) To the Restricted Stock Units shall be exempt from or comply with Code extent permitted under Section 409A and makes no undertaking to preclude Code Section 409A from applying to of the Restricted Stock Units. Nothing in Code, any separate payment or benefit under this Agreement or otherwise will not be deemed “nonqualified deferred compensation” subject to Section 409A of the Plan shall provide a basis for any person Code and Section 6(a) hereof to take action against the Company or any affiliate based on matters covered by Code extent provided in the exceptions in Treasury Regulation Section 409A1.409A-1(b)(4), including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate Section 1.409A-1(b)(9) or any other party for any taxes, penalties applicable exception or interest imposed under Code provision of Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Code.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to Notwithstanding any provision of this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable contrary, in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so event that the Restricted Stock Units granted any delivery of Shares to the Participant qualify for exemption from is made upon, or comply with Code Section 409A; provided, however, that as a result of the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide Participant's termination of employment (other than as a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment result of any amount paid or payable or Award made under this Agreementdeath), and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employeespecified employee” (within as that term is defined under Section 409A) at the meaning set forth Code time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h))409A, then the issuance no such delivery of any shares that would otherwise such Shares shall be made upon to the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant's death, or (ii) six (6) months and one (1) day after following the date Participant's termination of employment (the “Delay Period”). For purposes of applying the provisions of Section 409A, each group of the total Restricted Stock Units granted hereunder that would normally vest on the Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter shall be treated as a separate payment. For purposes of this Agreement, to the extent the Restricted Stock Units (or applicable portion thereof) are subject to the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A. Restricted Stock Units are generally intended to be exempt from Section 409A as short-term deferrals and, with accordingly, the balance terms of this Agreement shall be construed to preserve such exemption. To the shares issued thereafter extent that Restricted Stock Units granted under this Agreement are subject to the requirements of Section 409A, this Agreement shall be interpreted and administered in accordance with the original vesting and issuance schedule set forth in this Agreementintent that the Participant not be subject to tax under Section 409A. Neither the Company, but if and only if such delay any of its Subsidiaries nor any other entity which is a Related Entity, shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the issuance of Plan, and the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests Company, its Subsidiaries nor any other entity which is a “separate payment” for purposes of Treasury Regulation Related Entity shall have no obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Section 1.409A-2(b)(2)409A, unless otherwise specified.

Code Section 409A. The provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Unit Units constitute “nonqualified deferred compensation” that is subject to Code Section 409A (“NQ Deferred Compensation”), any Restricted Stock Units that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Restricted Stock Units shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in qualify for an exemption from or comply with Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). 409A. Notwithstanding any other provision in this Agreement or and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Code Section 409A. The Restricted Stock Unit provisions in this Section 7 shall apply if the Participant is subject to taxation in the United States. 7.1 To the extent the Performance RSUs constitute “nonqualified deferred compensation” that is subject to Code Section 409A (“NQ Deferred Compensation”), any Performance RSUs that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Performance RSUs shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 7.2 This Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in qualify for an exemption from or comply with Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). 409A. Notwithstanding any other provision in this Agreement or and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units Performance RSUs granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units Performance RSUs shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock UnitsPerformance RSUs. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. . 7.3 If this Award fails to satisfy the requirements vesting of the short-term deferral rule and Performance RSUs is otherwise not exempt fromaccelerated in connection with a Change of Control, the Performance RSUs are considered NQ Deferred Compensation, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is Change of Control does not constitute a “Specified Employeechange in control event,” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) of the U.S. Treasury Regulations, then the cash equivalent of the Performance RSUs as of the date of the Participant’s separation from service (within Change in Control shall be paid on the meaning earliest of Treasury Regulation Section 1.409A-1(h))the applicable Vesting Date, then the issuance of any shares that would otherwise be made upon the date of the separation from service Participant’s death or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary Participant’s Active Status terminates due to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Disability.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are is intended to satisfy the “short-term deferral” rule set forth in comply with, or be exempt from, Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”)all regulations, guidance, compliance programs and other interpretative authority thereunder, and shall be interpreted in a manner consistent therewith. Notwithstanding any other provision anything contained herein to the contrary, in this the event the Award Agreement or the Planis subject to Code Section 409A, the CompanyCompany may, to the extent it deems necessary or advisable in its sole discretiondiscretion and without Participant’s prior consent, reserves amend the right, but shall not be required, to unilaterally amend or modify this Agreement Plan and/or the Award Agreement, adopt policies and procedures, or take any other actions as deemed appropriate by the Company to (i) exempt the Plan so that and/or the Restricted Stock Units granted to Award Agreement from the Participant qualify for exemption from or comply with application of Code Section 409A; provided, however, that (ii) preserve the Company makes no representations that intended tax treatment of the Restricted Stock Units shall be exempt from Award Agreement or (iii) comply with the requirements of Code Section 409A and makes no undertaking to preclude Code Section 409A from applying 409A. Notwithstanding anything contained herein to the Restricted Stock Units. Nothing contrary, in this Agreement or the Plan no event shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances Subsidiary have any liability or obligation to any Participant or his or her estate or any other party for any taxes, penalties person in the event that the Plan or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this the Award fails to satisfy the requirements of the short-term deferral rule and Agreement is otherwise not exempt from, or compliant with, Code Section 409A. Furthermore, notwithstanding anything in this Award Agreement to the contrary, any Restricted Stock Units that become vested under this Agreement as of the date or at a time that is by reference to Participant’s termination as a Service Provider and therefore deemed to be that constitute an item of non-qualified deferred compensation subject to, to Code Section 409A, and 409A shall not be settled unless Participant experiences a “separation from service” within the meaning of Code Section 409A (a “Separation from Service”); provided that if the Participant is a “Specified Employeespecified employee” (within the meaning set forth of Code Section 409A(a)(2)(B)(i)) 409A as of the date of the Participant’s separation Separation from service Service (within as determined according to the meaning of Treasury Regulation Section 1.409A-1(h)), then methodology established by the issuance of any shares that would otherwise be made upon Company as in effect on the date of Participant’s termination as a Service Provider), the separation from service or within Restricted Stock Units shall instead be settled on the first six months thereafter will not be made on business day that is after the originally scheduled dates and will instead be issued in a lump sum on earlier of (i) the date that is six months and one day after following the date of the separation Separation from serviceService or (ii) the date of Participant’s death, with to the balance extent such delayed payment is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this AgreementCode, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)or any successor provision thereto.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are This LTI Grant is intended to satisfy the “short-term deferral” rule set forth in Code be exempt from, or otherwise comply with, Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”)Code and shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, The Company reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or at any time, without the Plan so that the Restricted Stock Units granted to consent of the Participant qualify for exemption from or comply with any other party, to avoid the application of Section 409A of the Code in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A; provided409A of the Code, however, that but the Company makes no representations that the Restricted Stock Units shall not be exempt from or comply with Code Section 409A and makes no undertaking under any obligation to preclude Code Section 409A from applying to the Restricted Stock Unitsmake any such amendment. Nothing in this the Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate Mondelēz Group based on matters covered by Code Section 409A409A of the Code, including the tax treatment of any amount paid or payable or Award under the LTI ▇▇▇▇▇ made under this Agreementhereunder, and neither the Company nor any of its affiliates Mondelēz Group shall not under any circumstances have any liability to any Participant participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any due on amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements , including taxes, penalties or interest imposed under Section 409A of the short-term deferral rule and Code. Notwithstanding anything to the contrary in the Agreement, if the Award is otherwise not exempt from, and therefore deemed to be considered nonqualified deferred compensation subject to, to Section 409A of the Code Section 409A, (“Deferred Compensation”) and if is settled on or on a date that is by reference to the Participant’s “separation from service” and the Participant is a “Specified Employeespecified employee” (each within the meaning set forth of Section 409A of the Code Section 409A(a)(2)(B)(i)and each determined by the Company it its sole discretion) as on the date the Participant experiences a separation from service, then the Award (or applicable portion thereof) shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s separation from service (within death, to the meaning of Treasury Regulation extent such delayed payment is required in order to avoid a prohibited distribution under Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date 409A of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Code.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to (a) Notwithstanding anything is this Agreement to the contrary, any benefits payable by the Bank to the Officer which constitute a “deferral of compensation” as that term is defined in Treasury Regulations Section 1.409A-l (b), and the Plan which are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations payable by reason of the United States Officer’s termination, shall not be payable unless the Officer’s termination of employment qualifies as a “separation of service” as that term is defined in Treasury Department issued thereunder Regulations Section 1.409A-l (h) (“Treasury RegulationsSeparation from Service”). . (1) Notwithstanding any other provision anything in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretioncontrary, reserves if the rightOfficer is considered a Specified Employee (as defined below), but shall not any benefit distributions which would otherwise be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted made to the Participant qualify for exemption Officer due to a Separation from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed Service which are limited under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy because the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant Officer is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise shall not be made upon the date of the separation from service or within during the first six months thereafter will not following Separation from Service. Rather, any distribution which would otherwise be made on paid to the originally scheduled dates Officer during such period shall be accumulated and will instead be issued paid to the Officer in a lump sum on the date that is six months and one first day after the date of the separation seventh month following the Separation from serviceService. All subsequent distributions shall be paid in the manner specified in this Agreement. (2) For purposes of this Agreement, with the balance term “Specified Employee” means an employee who at the time of termination of employment is a key employee of the shares issued thereafter Bank, if any stock of the Bank (or the Company) is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the original vesting regulations thereunder and issuance schedule set forth in this Agreement, but if and only if such delay in disregarding section 416(i)(5) at any time during the issuance of 12-month period ending on December 31 (the shares is necessary to avoid “identification period”). If the imposition of taxation under Code Section 409A. Each installment of shares that vests employee is a “separate payment” key employee during an identification period, the employee is treated as a key employee for purposes of Treasury Regulation Section 1.409A-2(b)(2)this Agreement during the twelve-month period that begins on the first day of April following the close of the identification period.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or to the Plancontrary, if and to the Companyextent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent it deems necessary practicable, comply with, or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if this Agreement shall, to the Participant extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “Specified Employeespecified employee” (within the meaning set forth as defined under Code Section 409A(a)(2)(B)(i409A)) as , any payment of the date of the Participant’s deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will may not be made on the originally scheduled dates and will instead be issued in a lump sum on before the date that is six months and one day after Executive’s separation from service (or death, if earlier). To the date extent that Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the six months following his or her separation from service, with if any, will be accumulated and paid to Executive during the balance seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of the shares issued thereafter employment” or similar phrases will be interpreted in accordance with the original vesting term “separation from service” as defined under Code Section 409A if and issuance schedule set forth to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, but then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and only if such delay to the extent required. Further, in the issuance of the shares is necessary event that this Agreement or any benefit thereunder shall be deemed not to avoid the imposition of taxation under comply with Code Section 409A. Each installment of shares that vests is a “separate payment” 409A, then neither the Corporation, its Subsidiaries, the Board, the Compensation Committee, nor its or their designees or agents shall be liable to Executive or any other person for purposes of Treasury Regulation Section 1.409A-2(b)(2)actions, decisions, or determinations made in good faith.

Code Section 409A. The provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Unit Units constitute “nonqualified deferred compensation” that is subject to Code Section 409A (“NQ Deferred Compensation”), any Restricted Stock Units that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Restricted Stock Units shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in qualify for an exemption from or comply with Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). 409A. Notwithstanding any other provision in this Agreement or and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. . 6.3 If this Award fails to satisfy the requirements vesting of the short-term deferral rule and Restricted Stock Units is otherwise not exempt fromaccelerated upon a Change of Control, the Restricted Stock Units are considered NQ Deferred Compensation, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is Change of Control does not constitute a “Specified Employeechange in control event,” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) of the U.S. Treasury Regulations, then the cash equivalent of the Restricted Stock Units calculated as of the date of the Participant’s separation from service (within Change in Control shall be paid on the meaning earliest of Treasury Regulation Section 1.409A-1(h))the applicable Vesting Date, then the issuance of any shares that would otherwise be made upon the date of the separation from service Participant’s death or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary Participant’s Active Status terminates due to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Disability.

Code Section 409A. The If the Participant is a “specified employee,” within the meaning of Section 409A of the Code and the U.S. Treasury Regulations promulgated thereunder (collectively, “Section 409A”), at the time of a separation from service, any payments made under this Agreement in connection with a separation from service shall instead be paid on the first business day following the expiration of the six (6)-month period following the Participant's separation from service or, if earlier, death of the Participant, if necessary to comply with Section 409A. It is the intent that the terms of the Restricted Stock Unit Award Units shall comply with the requirements of (or be exempt from the application of) Section 409A, and payments made pursuant any ambiguities herein will be interpreted to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder so comply (“Treasury Regulations”or be exempt). Notwithstanding any other provision in this Agreement or The Company reserves the Plan, the Companyright, to the extent it the Company deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or payouts provided under this Agreement are made in a manner that complies with Section 409A or to mitigate any additional tax, interest and/or the Plan so penalties or other adverse tax consequences that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code may apply under Section 409A409A if compliance is not practical; provided, however, that nothing in this paragraph 15 creates an obligation on the part of the Company to modify the terms of this Agreement or the Plan, and the Company makes no representations representation that the terms of the Restricted Stock Units shall under this Award Agreement will comply with (or be exempt from or comply with Code the application of) Section 409A and makes no undertaking to preclude Code Section 409A from applying to or that payments under the Restricted Stock Units. Nothing in this Agreement Units will not be subject to taxes, interest and penalties or the Plan other adverse tax consequences under Section 409A. In no event whatsoever shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability be liable to any Participant or his or her estate or any other party for any taxesadditional tax, interest or penalties or interest that may be imposed under Code on the Participant by Section 409A or any damages for any amounts paid failing to comply with (or payable under this Agreement. If this Award fails to satisfy be exempt from the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code application of) Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).409A.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this (i) This Agreement and the Plan are is not intended to satisfy the “short-term deferral” rule set forth in Code provide for any deferral of compensation subject to Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the PlanCode, and, accordingly, the Companyseverance payments payable under Sections 4(b)(ii) and 4(b)(iv) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, to and (B) the extent it deems necessary or advisable in its sole discretion, reserves fifteenth (15th) day of the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that third month following first taxable year of the Company makes in which such amounts are is no representations that the Restricted Stock Units shall be exempt from or comply longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and makes no undertaking to preclude any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A from applying to the Restricted Stock Unitsand Department of Treasury regulations and other interpretive guidance issued thereunder. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment Each series of any amount paid or payable or Award installment payments made under this Agreement, and neither the Company nor any Agreement is hereby designated as a series of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employeeseparate payments” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, to the extent any payments to Executive pursuant to Sections 4(b)(ii) or 4(b)(iv) constitute “non-qualified deferred compensation” subject to Section 409A of the Code or are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), then, to the extent required by Section 409A of the Code or to satisfy such exception, no amount shall be payable pursuant to such sections unless Executive’s termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”). (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), then as determined by the issuance Company in accordance with Section 409A of any shares that would otherwise be made upon the Code, on the date of Executive’s Separation from Service, to the separation from service extent that the payments or within benefits under this Agreement constitute “non-qualified deferred compensation” subject to Section 409A of the first six months thereafter will not Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 10(o)(ii) shall be made on the originally scheduled dates and will instead be issued paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6) months and one day after following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the separation from service, with the balance earliest date as is permitted under Section 409A of the shares issued thereafter Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the original vesting applicable exemptions from Section 409A of the Code. If Executive and issuance schedule set forth in the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, but if or take such other actions as Executive and only if such delay in the issuance Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the shares Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is necessary ambiguous as to avoid its compliance with Section 409A of the imposition Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of taxation the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-2(b)(2)1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. The Restricted Stock Unit Award vesting and payments made settlement of Performance Units awarded pursuant to this Award Agreement and the Plan are intended to satisfy either qualify for the “short-term deferral” rule set forth in Code exemption from Section 409A of the Code or to comply with Section 409A of the Code, as applicable, and the regulations provisions of this Award Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. Anything to the contrary in the Plan or this Award Agreement requiring the consent of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the PlanParticipant notwithstanding, the CompanyCompany reserves the right, to the extent it the Company deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so and/or this Award Agreement to ensure that the Restricted Stock Performance Units granted to the Participant qualify for exemption from or comply with Code Section 409A409A of the Code; provided, however, that the Company makes no representations that the Restricted Stock Performance Units shall will be exempt from or comply with Code Section 409A of the Code, and makes no undertaking to preclude Code Section 409A of the Code from applying to the Restricted Stock Performance Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against , and the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances will have any no liability to any the Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable if a payment under this Agreement. If this Award fails Agreement that is intended to satisfy the requirements of the short-term deferral rule and is otherwise not be exempt from, and therefore deemed or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee with respect thereto. Notwithstanding anything to be deferred compensation subject tothe contrary in the Plan, Code Section 409Athis Award Agreement or the Grant Notice, and if to the extent that the Participant is a “Specified Employeespecified employee” (within the meaning set forth of the Company’s established methodology for determining “specified employees” for purposes of Section 409A of the Code), payment or distribution of any amounts with respect to the Performance Units that are subject to Section 409A of the Code will be made as soon as practicable following the first business day of the seventh month following the Participant’s “separation from service” (within the meaning of Section 409A(a)(2)(B)(i)409A of the Code) as of from the Company and its Affiliates, or, if earlier, the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)death.

Code Section 409A. The Restricted Stock Unit Award and payments made It is intended that all compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Section 409A (and any legally binding guidance promulgated under Section 409A, including, without limitation, the Plan are intended to satisfy the Final Treasury Regulations) (“short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations409A”). Notwithstanding any other provision in , and this Agreement or will be interpreted, administered and operated accordingly. The Company reserves the Plan, the Companyright, to the extent it the Company deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so as may be necessary to ensure that the Restricted Stock Units granted to the Participant qualify all payments provided for under this Agreement are made in a manner that qualifies for exemption from or comply complies with Code Section 409A; provided, however, that the Company makes no representations representation that the Restricted Stock Units shall grant, vesting, or settlement of the Award will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Unitsgrant, vesting or settlement of the Award granted pursuant to this Agreement. Nothing in In the event that any provision of this Agreement is inconsistent with Code Section 409A or such guidance, then the Plan applicable provisions of Code Section 409A shall provide a basis supersede such inconsistent provision. Notwithstanding the foregoing, in no event will any of Company, its parent, or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for any person failure of the form of this Agreement to take action against be exempt from or comply with Code Section 409A and none of the Company foregoing guarantees that the form of this Agreement is exempt from or any affiliate based on matters covered by complies with Code Section 409A. For all purposes under Code Section 409A, including the tax treatment of ▇▇▇▇▇▇▇’s right to receive any amount paid or payable or Award made under payments pursuant to this AgreementAgreement shall be treated as a right to receive a separate and distinct payment, and neither the Company nor any of its affiliates payments to be made in installments shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore be deemed to be deferred compensation subject toa series of separate payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, Code Section 409A, and if the Participant is actual date of payment within the specified period shall be within the sole discretion of Company. A termination of employment under this Agreement shall mean a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation ” under Code Section 409A. Each installment Notwithstanding any provisions of shares the Agreement to the contrary, to the extent the that vests is Code Section 409A would cause an adverse tax consequence to Grantee, a “separate payment” Change in Control shall not be deemed to occur for purposes of this Agreement unless the Change in Control meets the definition ascribed to the phrase “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Regulation Section 1.409A-2(b)(21.409A-3(i)(5), as revised from time to time in either subsequent regulations or other guidance.

Code Section 409A. To the extent applicable, the parties hereto intend that this Agreement comply with Section 409A of the Code and all regulations, guidance, or other interpretative authority thereunder (“Section 409A”). The Restricted Stock Unit Award parties hereby agree that this Agreement shall be construed in a manner to comply with Section 409A and payments that should any provision be found not in compliance with Section 409A, the parties are hereby contractually obligated to execute any and all amendments to this Agreement deemed necessary and required by legal counsel for Employer to achieve compliance with Section 409A. By execution and delivery of this Agreement, Executive irrevocably waives any objections he may have to the amendments required by Section 409A. The parties also agree that in no event shall any payment required to be made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be considered deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code of Section 409A(a)(2)(B)(i)) as of the date of the Participant’s 409A be made to Executive unless he has incurred a separation from service (within as defined in Section 409A). In the meaning of Treasury Regulation event Executive is a key employee (as defined in Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date 416(i) of the separation from service or within Code without regard to paragraph (5) thereof) so that payments cannot commence under Section 409A until the first lapse of six (6) months thereafter will not be made on the originally scheduled dates and will instead be issued in after a lump sum on the date that is six months and one day after the date of the separation from service, with then any such payments of deferred compensation that are required to be paid in a single lump sum may not be made until the balance date which is six (6) months after Executive’s separation from service. Furthermore, the first six (6) months of any such payments of deferred compensation that are required to be paid in installments shall be paid at the beginning of the shares issued thereafter in accordance with seventh month following Executive’s separation from service. All remaining installment payments shall be made as would ordinarily have been made under the original vesting and issuance schedule set forth in provisions of this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or to the Plancontrary, if and to the Companyextent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Company that such benefits shall, to the extent it deems necessary practicable, comply with, or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if this Agreement shall, to the Participant extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “Specified Employeespecified employee” (within the meaning set forth as defined under Code Section 409A(a)(2)(B)(i409A)) as of , any payment that is deemed to be deferred compensation under Code Section 409A to be made to the date of the Participant’s Executive upon a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will may not be made on the originally scheduled dates and will instead be issued in a lump sum on before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments that would have been made to Executive during the six months following his separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and one day after paid to Executive during the date of the seventh month following his separation from service, with and any remaining payments due will be made in their ordinary course as described in this Agreement. For the balance purposes herein, the phrase “termination of the shares issued thereafter employment” or similar phrases will be interpreted in accordance with the original vesting term “separation from service” as defined under Code Section 409A if and issuance schedule set forth to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, but then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and only if such delay to the extent required. Further, in the issuance of the shares is necessary event that this Agreement or any benefit thereunder shall be deemed not to avoid the imposition of taxation under comply with Code Section 409A. Each installment of shares that vests is a “separate payment” 409A, then neither the Company, the Board, the Committee nor its or their designees or agents shall be liable to any participant or other person for purposes of Treasury Regulation Section 1.409A-2(b)(2)actions, decisions or determinations made in good faith.

Code Section 409A. The Restricted Stock Unit Award 18.1 Notwithstanding any provision to the contrary in this Agreement, in the event that you are a U.S. taxpayer and payments any amounts payable hereunder constitute non-qualified deferred compensation under Section 409A of the Code, then the time of payment of any shares of common stock which become payable by reason of your termination of employment shall not be accelerated unless your termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code. 18.2 If you are a U.S. taxpayer and a “specified employee” (within the meaning of Section 409A of the Code) at the time of your separation from service, any delivery of shares of common stock hereunder shall be made pursuant 30 days following the earlier of (i) the expiration of the six-month period following your separation from service and (ii) your death, to the extent such delayed payment is otherwise required to avoid a prohibited distribution under Section 409A of the Code. 18.3 If you are a U.S. taxpayer, to the extent that the payment event for any amount under this Agreement constituting non-qualified deferred compensation under Section 409A of the Code is a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Code. 18.4 If you are a U.S. taxpayer, the PBRSUs granted hereunder are intended to be compliant with Section 409A of the Code, and shall be interpreted, construed and operated to reflect this intent. Notwithstanding the foregoing, this Agreement and the Plan are intended to satisfy may be amended at any time, without the “short-term deferral” rule set forth in Code Section 409A and the regulations consent of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Companyparty, to the extent it deems necessary or advisable in its sole discretion, reserves desirable to satisfy any of the rightrequirements under Section 409A of the Code, but the Company shall not be required, under any obligation to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. make any such amendment. 18.5 Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate Subsidiary or Affiliate based on matters covered by Code Section 409A409A of the Code, including the tax treatment of any amount paid or payable or Award made PBRSUs granted under this Agreement, and neither the Company nor any of its affiliates shall Subsidiaries or Affiliates shall, under any circumstances circumstances, have any liability to any Participant you or his or her your estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any due on amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements , including taxes, penalties or interest imposed under Section 409A of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Code.

Code Section 409A. The Restricted Stock Unit Award If the Participant is a “specified employee,” within the meaning of Section 409A of the Code and the U.S. Treasury Regulations promulgated thereunder (collectively, “Section 409A”), at the time of a separation from service, any payments made pursuant to under this Agreement and in connection with a separation from service shall instead be paid on the Plan are intended to satisfy first business day following the “short-term deferral” rule set forth in Code Section 409A and the regulations expiration of the United States Treasury Department issued thereunder six (“Treasury Regulations”6)-month period following the Participant's separation from service or, if earlier, death of the Participant, if necessary to comply with Section 409A. It is the intent that the TSR Shares shall comply with the requirements of (or be exempt from the application of) Section 409A, and any ambiguities herein will be interpreted to so comply (or be exempt). Notwithstanding any other provision in this Agreement or The Company reserves the Plan, the Companyright, to the extent it the Company deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or payouts provided under this Agreement are made in a manner that complies with Section 409A or to mitigate any additional tax, interest and/or the Plan so penalties or other adverse tax consequences that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code may apply under Section 409A409A if compliance is not practical; provided, however, that nothing in this paragraph 16 creates an obligation on the part of the Company to modify the terms of this Agreement or the Plan, and the Company makes no representations representation that the Restricted Stock Units shall terms of the TSR Shares will comply with (or be exempt from or comply with Code the application of) Section 409A or that payments under the TSR Shares will not be subject to taxes, interest and makes penalties or other adverse tax consequences under Section 409A. In no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan event whatsoever shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability be liable to any Participant or his or her estate or any other party for any taxesadditional tax, interest or penalties or interest that may be imposed under Code on the Participant by Section 409A or any damages for any amounts paid failing to comply with (or payable under this Agreement. If this Award fails to satisfy be exempt from the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code application of) Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).409A.

Code Section 409A. The Restricted Stock Unit Award For purposes of United States taxpayers, it is intended that the terms of the PRSUs will comply with the provisions of Section 409A of the Code and payments made pursuant the Treasury Regulations relating thereto so as not to subject the Colleague to the payment of additional taxes and interest under Section 409A of the Code, and this Agreement will be interpreted, operated and administered in a manner that is consistent with this intent. In furtherance of this intent, the Committee may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, in each case, without the Plan consent of the Colleague, that the Committee determines are intended reasonable, necessary or appropriate to satisfy comply with the “short-term deferral” rule set forth in Code requirements of Section 409A and the regulations of the Code and related United States Department of Treasury Department issued thereunder (“Treasury Regulations”)guidance. Notwithstanding any other provision in this Agreement or the PlanIn that light, the Company, its Subsidiaries and any Designated Associate Companies make no representation or covenant to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so ensure that the Restricted Stock Units granted PRSUs that are intended to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from from, or comply with Code compliant with, Section 409A and makes no undertaking to preclude of the Code Section 409A from applying to are not so exempt or compliant or for any action taken by the Restricted Stock UnitsCommittee with respect thereto. Nothing in this the Agreement or the Plan shall provide a basis for any person to take action against the Company Company, its Subsidiaries or any affiliate its Designated Associate Companies based on matters covered by Code Section 409A409A of the Code, including the tax treatment of any amount paid Shares or payable or Award other payments made under this Agreementthe PRSUs granted hereunder, and neither the Company nor Company, its Subsidiaries and any of its affiliates Designated Associate Companies shall not under any circumstances have any liability to any Participant the Colleague or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any due on amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements , including taxes, penalties or interest imposed under Section 409A of the short-term deferral rule and is otherwise Code. /s/ __________________________________________________ Name: Title: Signature: ___________________________________________ Print Name: __________________________________________ Capitalized terms used but not exempt from, and therefore deemed defined herein shall have the meanings ascribed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay them in the issuance of Agreement or the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Plan.

Code Section 409A. The Restricted Stock Unit Award It is intended that all of the benefits and payments made pursuant to under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the Plan are intended to satisfy the “short-term deferral” rule set forth greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with August 18, 2018 Code Section 409A and the regulations incorporates by reference all required definitions and payment terms. For purposes of the United States Code Section 409A (including, without limitation, for purposes of Treasury Department issued thereunder Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (“Treasury Regulations”)whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable contrary in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither if you are deemed by the Company nor any at the time of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed your Separation from Service to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employeespecified employee” (within the meaning set forth for purposes of Code Section 409A(a)(2)(B)(i)) as , and if any of the date payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, the timing of the Participant’s separation payments upon a Separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise Service will be made upon the date of the separation from service or within the first six months thereafter will not be made delayed as follows: on the originally scheduled dates and will instead be issued in a lump sum on earlier to occur of (i) the date that is six months and one day after the effective date of your Separation from Service, and (ii) the date of the separation your death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to you a lump sum amount equal to the sum of the payments upon Separation from serviceService that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, with and (B) commence paying the balance of the shares issued thereafter payments in accordance with the original vesting and issuance schedule applicable payment schedules set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)above. No interest will be due on any amounts so deferred.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to (a) To the extent applicable, this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth shall be interpreted in accordance with Internal Revenue Code Section 409A 409A, together with Department of Treasury regulations and the regulations of the United States Treasury Department issued other official guidance promulgated thereunder (“Treasury RegulationsSection 409A”). Notwithstanding any other provision in of this Agreement to the contrary, if the Corporation determines that any compensation or benefits payable under this Agreement may not be either compliant with or exempt from Section 409A, the Corporation may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, that the Plan, the Company, to the extent it deems Corporation determines are necessary or advisable in its sole discretionappropriate to avoid the imposition of taxes under Section 409A, reserves including without limitation, actions intended to (i) exempt the right, but shall not be required, to unilaterally amend or modify compensation and benefits payable under this Agreement from Section 409A, and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or (ii) comply with Code the requirements of Section 409A; provided, however, that the Company makes (A) no representations that such action shall be taken without the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying Stockholder’s written consent to the extent that any such action would adversely affect such the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this AgreementStockholder’s rights hereunder, and neither (ii) this Section 3.11(a) shall not create any obligation on the Company nor part of the Corporation or any of its affiliates to adopt any such amendment, policy or procedure or take any such other action, nor shall under the Corporation or any circumstances of its affiliates have any liability for failing to do so. (b) Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A, any Participant separate payment or his benefit under this Agreement or her estate otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other party for any taxes, penalties applicable exception or interest imposed under Code provision of Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements 409A. All payments of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be nonqualified deferred compensation subject to, Code to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Restricted Stockholder’s “separation from service” from the Corporation (within the meaning of Section 409A). (c) Notwithstanding anything to the contrary in this Agreement, and if no amounts shall be paid to Restricted Stockholder [or Contractor] under this Agreement during the Participant is a six-month period following Restricted Stockholder’s “Specified Employeeseparation from service” (within the meaning set forth Code of Section 409A(a)(2)(B)(i409A) to the extent that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i)) . If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the ParticipantRestricted Stockholder’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)death), then the issuance Restricted Stockholder shall receive payment of any shares a lump-sum amount equal to the cumulative amount that would have otherwise be made upon been payable to the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if Restricted Stockholder during such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)six-month period without interest thereon.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this This Agreement and the Plan are is intended to satisfy comply with the “short-term deferral” rule set forth in requirements of Code Section 409A and the regulations of thereunder, and shall be interpreted in accordance with such intention. In the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in event this Agreement or any benefit paid to Executive hereunder is deemed to be subject to Code Section 409A, Executive consents to the PlanCompany adopting such conforming amendments as the Company deems necessary, the Companyin its reasonable discretion, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, 409A and avoid the imposition of taxes under Code Section 409A. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. While it is intended that the Company makes no representations that the Restricted Stock Units shall all payments and benefits provided under this Agreement will be exempt from or comply with Code Section 409A and 409A, the Company makes no undertaking representation or covenant to preclude ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the 409A. The Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances will have any no liability to any Participant or his or her estate Executive or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. Executive further understands and agrees that Executive will be entirely responsible for any taxes, penalties or interest imposed under Code Section 409A for and all taxes on any amounts paid or benefits payable under to Executive as a result of this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt fromIn addition, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant Executive is a “Specified Employeespecified employee” (within the meaning set forth of Code Section 409A(a)(2)(B)(i)409A) as at the time of his separation from service, then to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the payment of certain benefits owed to Executive under this Agreement will be delayed and instead paid (without interest) to Executive upon the earlier of the date first business day of the Participantseventh month following Executive’s separation from service or ten (within 10) days after the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date Company receives written confirmation of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Executive’s death.

Code Section 409A. The Restricted Stock Unit Award vesting and payments made settlement of Performance Units awarded pursuant to this Award Agreement and the Plan are intended to satisfy either qualify for the “short-term deferral” rule set forth in Code exemption from Section 409A of the Code or to comply with Section 409A of the Code, as applicable, and the regulations provisions of this Award Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. Anything to the contrary in the Plan or this Award Agreement requiring the consent of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the PlanParticipant notwithstanding, the CompanyCompany reserves the right, to the extent it the Company deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so and/or this Award Agreement to ensure that the Restricted Stock Performance Units granted to the Participant qualify for exemption from or comply with Code Section 409A409A of the Code; provided, however, that the Company makes no representations that the Restricted Stock Performance Units shall will be exempt from or comply with Code Section 409A of the Code, and makes no undertaking to preclude Code Section 409A of the Code from applying to the Restricted Stock Performance Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against , and the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances will have any no liability to any the Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable if a payment under this Agreement. If this Award fails Agreement that is intended to satisfy the requirements of the short-term deferral rule and is otherwise not be exempt from, and therefore deemed or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee with respect thereto. Notwithstanding anything to be deferred compensation subject tothe contrary in the Plan, Code Section 409Athis Award Agreement or the Grant Notice, and if to the extent that the Participant is a “Specified Employee” (within , payment or distribution of any amounts with respect to the meaning set forth Performance Units that are subject to Section 409A of the Code Section 409A(a)(2)(B)(i)) will be made as soon as practicable following the first business day of the seventh month following the Participant’s Separation from Service from the Company and its Affiliates, or, if earlier, the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)death.

Code Section 409A. The provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Unit Units constitute “nonqualified deferred compensation” that is subject to Code Section 409A (“NQ Deferred Compensation”), any Restricted Stock Units that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Restricted Stock Units shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in qualify for an exemption from or comply with Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). 409A. Notwithstanding any other provision in this Agreement or and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If . 6.3 Notwithstanding any other provision of the Plan, this Agreement or any other agreement between the Company and the Participant, to the extent this Award fails to satisfy constitutes “nonqualified deferred compensation” within the requirements meaning of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if a Change of Control shall not constitute a settlement or distribution event with respect to the Participant is a “Specified Employee” (within Award, or an event that otherwise changes the meaning set forth Code Section 409A(a)(2)(B)(i)) as timing of settlement or distribution of the date Award, unless the Change of Control also constitutes an event described in Section 409A(a)(2)(v) of the Participant’s separation from service (within Code and the meaning regulations thereto. For the avoidance of Treasury Regulation doubt, this Section 1.409A-1(h)), then 6.3 shall have no bearing on whether the issuance of any shares that would otherwise be made upon Award vests pursuant to the date terms of the separation from service Plan or within this Agreement or any agreement between the first six months thereafter will not be made on Company and the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Participant.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are This award of Performance Units is intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with the applicable requirements of Code Section 409A and makes no undertaking to preclude shall be administered in accordance with Code Section 409A from applying to the Restricted Stock Units. Nothing 409A. Notwithstanding anything in this Agreement or to the Plan shall provide a basis for any person to take action against contrary, if the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed Performance Units constitute “deferred compensation” under Code Section 409A and the Performance Units become vested and settled upon the Participant’s termination of employment, payment with respect to the Performance Units shall be delayed for any amounts paid or payable under this Agreement. If this Award fails to satisfy a period of six months after the requirements Participant’s termination of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and employment if the Participant is a “Specified Employeespecified employee” (within the meaning set forth as defined under Code Section 409A(a)(2)(B)(i)409A (as determined by the Committee) as and if required pursuant to Code Section 409A. If payment is delayed, the shares of Stock of the Company and accrued cash dividend equivalents shall be distributed within 30 days after the date that is the six-month anniversary of the Participant’s separation from service (within termination of employment. If the meaning of Treasury Regulation Section 1.409A-1(h))Participant dies during the six-month delay, then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter of Stock and accrued cash dividend equivalents shall be distributed in accordance with the original vesting Participant’s will or under the applicable laws of descent and issuance schedule set forth distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Performance Units may only be made in this Agreementa manner and upon an event permitted by Code Section 409A, but if and all payments to be made upon a termination of employment hereunder may only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation be made upon a “separation from service” as defined under Code Section 409A, if required pursuant to Code Section 409A. Each installment To the extent that any provision of shares that vests this Agreement would cause a conflict with the requirements of Code Section 409A, or would cause the administration of the Performance Units to fail to satisfy the requirements of Code Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. If the Performance Units constitute “deferred compensation” under Code Section 409A and payment is subject to the execution of a “separate payment” for purposes of Treasury Regulation Release, and if such payment could be made in more than one taxable year, payment shall be made in the later taxable year, if required by Code Section 1.409A-2(b)(2).409A. [Signature Page Follows]

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to It is intended that all of the severance benefits payable under this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Companysatisfy, to the greatest extent it deems necessary or advisable in its sole discretionpossible, reserves the rightexemptions from the application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), but shall not be required1.409A-1(b)(5) and 1.409A-1(b)(9), to unilaterally amend or modify and this Agreement and/or the Plan so that the Restricted Stock Units granted will be construed to the Participant qualify for exemption from or comply greatest extent possible as consistent with Code those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code 409A. For purposes of Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A(including, including the tax treatment of any amount paid or payable or Award made under this Agreementwithout limitation, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(21.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Employee is deemed by the Company at the time of Employee’s “separation from service” to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to Employee prior to the earliest of (i) the expiration of the six-month period measured from the date of Employee’s separation from service with the Company, (ii) the date of Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such time period, all payments deferred pursuant to this Section 8(k) shall be paid in a lump sum to Employee, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to (a) To the extent applicable, this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth shall be interpreted in Code accordance with Section 409A and the regulations of the United States Code and Department of Treasury Department regulations and other interpretive guidance issued thereunder thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Treasury RegulationsSection 409A”). Notwithstanding any other provision of this Agreement to the contrary, in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Plan, the Company, to the extent it deems Company determines are necessary or advisable in its sole discretionappropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, reserves including without limitation actions intended to (i) exempt the right, but shall not be required, to unilaterally amend or modify compensation and benefits payable under this Agreement from Section 409A, and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or (ii) comply with Code the requirements of Section 409A; , provided, however, that this Section 14 does not, and shall not be construed so as to, create any obligation on the part of the Company makes no representations that the Restricted Stock Units shall be exempt from to adopt any such amendments, policies or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement procedures or the Plan shall provide a basis for any person to take action against any other such actions. In no event shall the Company Company, its affiliates or any affiliate based on matters covered by Code Section 409Aof their respective officers, including the tax treatment of any amount paid directors or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party advisors be liable for any taxes, interest or penalties or interest imposed under Code Section 409A for or any amounts paid corresponding provision of state or payable local law. (b) Any right under this Agreement to a series of installment payments shall be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in this Agreement. If this Award fails , no compensation or benefits shall be paid to satisfy Executive during the requirements of the shortsix-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a month period following Executive’s “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service service” with the Company (within the meaning of Section 409A) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Executive’s death), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period (without interest). (c) To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” to which Treasury Regulation Section 1.409A-1(h))1.409A-3(i)(1)(iv) would apply, then any such reimbursements or in-kind benefits shall be paid or reimbursed reasonably promptly, but in no event later than December 31st of the issuance year following the year in which the expense was incurred. The amount of any shares such payments eligible for reimbursement in one year shall not affect the payments or expenses that would otherwise be made upon the date are eligible for payment or reimbursement in any other taxable year, and Executive’s right to such payments or reimbursements of the separation from service or within the first six months thereafter will any such expenses shall not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary subject to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” liquidation or exchange for purposes of Treasury Regulation Section 1.409A-2(b)(2)any other benefit.

Code Section 409A. (i) The Restricted Stock Unit Award intent of the parties is that payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended, and the final treasury regulations and other legally binding guidance promulgated thereunder (collectively, “Section 409A of the Code”).Accordingly, the severance payments made payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A of the Code. To the maximum extent permitted, this Agreement shall be interpreted in accordance with Section 409A of the Code. For purposes of Section 409A of the Code, Executive’s right to receive installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and the Plan are intended to satisfy the distinct payments. (ii) If Executive is a “short-term deferralspecified employee” rule set forth (as defined in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”Code). Notwithstanding any other provision , as determined by the Company in this Agreement or accordance with Section 409A of the PlanCode, on the Companydate of Executive’s Separation from Service, to the extent it deems necessary that the payments or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify benefits under this Agreement and/or are subject to Section 409A of the Plan so that Code and the Restricted Stock Units granted delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Participant qualify for exemption from or comply with Code Code, then such portion deferred pursuant to this Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units 9(p)(ii) shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability distributed to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued Executive in a lump sum on the earlier of (A) the date that is six months and one day after (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the separation from service, with the balance earliest date as is permitted under Section 409A of the shares issued thereafter Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the original vesting applicable exemptions from Section 409A of the Code. If Executive and issuance schedule set forth in the Company determine that any payments or benefits payable under this Agreement would reasonably be expected to cause the application of an accelerated or additional tax under Section 409A of the Code Executive and the Company agree to amend this Agreement, but if and only if or take such delay in other actions as the issuance Company deems reasonably necessary or appropriate, to comply with the requirements of Section 409A of the shares Code while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is necessary ambiguous as to avoid its compliance with Section 409A of the imposition Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of taxation the Code. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A of the Code or damages for failing to comply with Section 409A of the Code, nor for reporting in good faith any payment made under Code this Agreement as an amount includible in gross income under Section 409A. Each installment 409A of shares that vests is a “separate payment” for purposes the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-2(b)(2)1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or to the Plancontrary, if and to the Companyextent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Company that such benefits will, to the extent it deems necessary practicable, comply with, or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if this Agreement will, to the Participant extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply will not be permitted unless such deferrals follow Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “Specified Employeespecified employee” (within the meaning set forth as defined under Code Section 409A(a)(2)(B)(i409A)) as of , any payment that is deemed to be deferred compensation under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date of the Participantthat is six (6) months after Executive’s separation from service (within or death, if earlier). To the meaning of Treasury Regulation Section 1.409A-1(h))extent that Executive becomes subject to the six (6)-month delay rule, then the issuance of any shares all payments that would otherwise be have been made upon to Executive during the date of the six (6) months following his separation from service or within that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to Executive during the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the seventh (7th) month following his separation from service, with and any remaining payments due will be made in their ordinary course as described in this Agreement. For the balance purposes herein, the phrase “termination of the shares issued thereafter employment” or similar phrases will be interpreted in accordance with the original vesting term “separation from service” as defined under Code Section 409A if and issuance schedule set forth to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, but then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A if and only if such delay to the extent required. Further, in the issuance of the shares is necessary event that this Agreement or any benefit thereunder will be deemed not to avoid the imposition of taxation under comply with Code Section 409A. Each installment of shares that vests is a “separate payment” 409A, then neither the Company, the Board, the Committee nor its or their designees or agents will be liable to any participant or other person for purposes of Treasury Regulation Section 1.409A-2(b)(2)actions, decisions or determinations made in good faith.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to To the extent applicable, this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth shall be interpreted in Code accordance with Section 409A and the regulations of the United States Code and Department of Treasury Department regulations and other interpretive guidance issued thereunder thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement (“Treasury RegulationsSection 409A”). Notwithstanding To the extent that the Company determines that any portion of the Award may be or become subject to Section 409A, the Company may amend this Agreement in a manner intended to comply with the requirements of Section 409A or an exemption therefrom (including amendments with retroactive effect), or take any other provision in this Agreement or the Plan, the Company, to the extent actions as it deems necessary or advisable in its sole discretion, reserves appropriate to (a) exempt the right, but shall not be required, to unilaterally amend or modify this Agreement Award from Section 409A and/or preserve the Plan so that intended tax treatment of the Restricted Stock Units granted benefits provided with respect to the Participant qualify for exemption from Award, or (b) comply with Code the requirements of Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing nothing in this Agreement or shall create any obligation on the Plan shall provide a basis for any person to take action against part of the Company to adopt any such amendment or take any such other action or any affiliate based on matters covered by Code Section 409A, including liability for doing so or failure to do so. Notwithstanding anything to the tax treatment of any amount paid or payable or Award made under contrary in this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any no amounts paid or payable under this Agreement. If this Award fails Agreement shall be paid to satisfy the requirements Participant prior to the expiration of the shortsix-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if month period following the Participant is a Participant’s “Specified Employeeseparation from service” (within the meaning set forth of Code Section 409A(a)(2)(A)(i)) to the extent that the Company determines that paying such amounts prior to the expiration of such six-month period would result in a prohibited distribution under Code Section 409A(a)(2)(B)(i)) . If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of the applicable six-month period (or such earlier date upon which such amounts can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)death), then such amounts shall be paid to the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Participant.

Code Section 409A. The provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Unit Units constitute “nonqualified deferred compensation” that is subject to Code Section 409A (“NQ Deferred Compensation”), any Restricted Stock Units that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Restricted Stock Units shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in qualify for an exemption from or comply with Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). 409A. Notwithstanding any other provision in this Agreement or and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant Global Leadership RSU Agreement 402604255-v3\NA_DMS6653188-v3\GESDMS or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to Notwithstanding any provision of this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable contrary, in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so event that the Restricted Stock Units granted any delivery of Shares to the Participant qualify for exemption from is made upon, or comply with Code Section 409A; provided, however, that as a result of the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide Participant’s termination of employment (other than as a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment result of any amount paid or payable or Award made under this Agreementdeath), and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employeespecified employee” (within as that term is defined under Section 409A) at the meaning set forth Code time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h))409A, then the issuance no such delivery of any shares that would otherwise such Shares shall be made upon to the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day after following the date Participant’s termination of employment (the “Delay Period”). For purposes of applying the provisions of Section 409A, each group of the total Restricted Stock Units granted hereunder that would normally vest on the Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter shall be treated as a separate payment. For purposes of this Agreement, to the extent the Restricted Stock Units (or applicable portion thereof) are subject to the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A. Restricted Stock Units are generally intended to be exempt from Section 409A as short-term deferrals and, with accordingly, the balance terms of this Agreement shall be construed to preserve such exemption. To the shares issued thereafter extent that Restricted Stock Units granted under this Agreement are subject to the requirements of Section 409A, this Agreement shall be interpreted and administered in accordance with the original vesting and issuance schedule set forth in this Agreementintent that the Participant not be subject to tax under Section 409A. Neither the Company, but if and only if such delay any of its Subsidiaries nor any other entity which is a Related Entity, shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the issuance of Plan, and the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests Company, its Subsidiaries nor any other entity which is a “separate payment” for purposes of Treasury Regulation Related Entity shall have no obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Section 1.409A-2(b)(2)409A, unless otherwise specified.

Code Section 409A. The Restricted Stock Unit provisions in this Section 7 shall apply if the Participant is subject to taxation in the United States. 7.1 To the extent the Performance RSUs constitute “nonqualified deferred compensation” that is subject to Code Section 409A (“NQ Deferred Compensation”), any Performance RSUs that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Performance RSUs shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 7.2 This Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in qualify for an exemption from or comply with Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). 409A. Notwithstanding any other provision in this Agreement or and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units Performance RSUs granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units Performance RSUs shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock UnitsPerformance RSUs. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If . 7.3 Notwithstanding any other provision of the Plan, this Agreement or any other agreement between the Company and the Participant, to the extent this Award fails to satisfy constitutes “nonqualified deferred compensation” within the requirements meaning of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if a Change of Control shall not constitute a settlement or distribution event with respect to the Participant is a “Specified Employee” (within Award, or an event that otherwise changes the meaning set forth Code Section 409A(a)(2)(B)(i)) as timing of settlement or distribution of the date Award, unless the Change of Control also constitutes an event described in Section 409A(a)(2)(v) of the Participant’s separation from service (within Code and the meaning regulations thereto. For the avoidance of Treasury Regulation doubt, this Section 1.409A-1(h)), then 7.3 shall have no bearing on whether the issuance of any shares that would otherwise be made upon Award vests pursuant to the date terms of the separation from service Plan or within this Agreement or any agreement between the first six months thereafter will not be made on Company and the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Participant.

Code Section 409A. The Restricted Stock Unit Award To the extent applicable, and payments made pursuant notwithstanding anything herein to the contrary, this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth Awards granted hereunder shall be interpreted in Code accordance with Section 409A and the regulations of the United States Code and U.S. Department of Treasury Department regulations and other interpretative guidance issued thereunder (“Treasury Regulations”)thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any other provision in this Agreement or the Plan, the Company, anything herein to the extent it deems necessary or advisable in its sole discretioncontrary, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and (i) if the Participant is a “Specified Employeespecified employee” (within the meaning set forth Code as defined in Section 409A(a)(2)(B)(i)) as 409A of the date Code), Shares deliverable or amounts otherwise payable hereunder as a result of the Participant’s separation from service (within Termination shall be delayed for such period of time as may be necessary to meet the meaning requirements of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date 409A(a)(2)(B)(i) of the separation from service Code and (ii) each delivery of Shares or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued payment in a lump sum on the date that is six months and one day after the date series of deliveries or payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the separation from service, with the balance of the shares issued thereafter Code. While each Award is intended to be structured in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary a manner to avoid the imposition implication of taxation any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on the Participant as a result of Section 409A of the Code or any damages for failing to comply with Section 409A. Each installment 409A of shares the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code). To the extent that vests is a any Award constitutes “separate paymentnonqualified deferred compensation” for purposes of Treasury Regulation Section 1.409A-2(b)(2)409A of the Code, any settlement of the Award otherwise scheduled to occur prior to the sixtieth (60th) day following the Participant’s Termination hereunder, but for the Release Condition, shall not be made until the sixtieth (60th) day.

Code Section 409A. The This Restricted Stock Unit Award is intended to be excepted from coverage under, or compliant with, the provisions of Section 409A of the Code, and payments made pursuant the regulations and other guidance promulgated thereunder (“409A”). Notwithstanding the foregoing or any other provisions of this Agreement or the Amended Plan to the contrary, if the Restricted Stock Unit is subject to the provisions of 409A (and not exempted therefrom), the provisions of this Agreement and the Amended Plan are intended shall be administered, interpreted and construed in a manner necessary to satisfy the “short-term deferral” rule set forth in Code Section comply with 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, disregarded to the extent it such provision cannot be so administered, interpreted or construed). If any payment or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of 409A, the Participant agrees that the Company may, without the consent of the Participant, modify this Agreement to the extent and in the manner the Company deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking order either to preclude Code Section 409A any such payment or benefit from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore being deemed to be “deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employeecompensation” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of 409A or to provide such payments or benefits in a manner that complies with the date provisions of 409A such that they will not be subject to the imposition of taxes and/or interest thereunder. If, at the time of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h409A)), (i) the Participant shall be a specified employee (within the meaning of 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of 409A) the settlement of which is required to be delayed pursuant to the six-month delay rule set forth in 409A in order to avoid taxes or penalties under 409A, then the issuance Company shall not settle such amount on the otherwise scheduled settlement date, but shall instead settle it, without interest, on the first business day of any shares the month after such six-month period. Notwithstanding the foregoing, the Company makes no representation and/or warranties with respect to compliance with 409A, and the Participants recognizes and acknowledges that would otherwise be made 409A could potentially impose upon the date of Participant certain taxes and/or interest charges for which the separation from service or within the first six months thereafter will not be made on the originally scheduled dates Participant is and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)shall remain solely responsible.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to (a) To the extent applicable, this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth shall be interpreted in Code accordance with Section 409A and the regulations of the United States Code and Department of Treasury Department regulations and other interpretive guidance issued thereunder thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Treasury RegulationsSection 409A”). Notwithstanding any other provision of this Agreement to the contrary, in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Plan, the Company, to the extent it deems Company determines are necessary or advisable in its sole discretionappropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, reserves including without limitation actions intended to (i) exempt the right, but shall not be required, to unilaterally amend or modify compensation and benefits payable under this Agreement from Section 409A, and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or (ii) comply with Code the requirements of Section 409A; , provided, however, that this Section 13 does not, and shall not be construed so as to, create any obligation on the part of the Company makes no representations that the Restricted Stock Units shall be exempt from to adopt any such amendments, policies or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement procedures or the Plan shall provide a basis for any person to take action against any other such actions. In no event shall the Company Company, its affiliates or any affiliate based on matters covered by Code Section 409Aof their respective officers, including the tax treatment of any amount paid directors or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party advisors be liable for any taxes, interest or penalties or interest imposed under Code Section 409A for or any amounts paid corresponding provision of state or payable local law. (b) Any right under this Agreement to a series of installment payments shall be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in this Agreement. If this Award fails , no compensation or benefits shall be paid to satisfy Employee during the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a six (6)-month period following Employee’s “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service service” with the Company (within the meaning of Section 409A) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Employee’s death), the Company shall pay Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Employee during such period (without interest). (c) To the extent any reimbursements or in-kind benefits due to Employee under this Agreement constitute “deferred compensation” to which Treasury Regulation Section 1.409A-1(h))1.409A-3(i)(1)(iv) would apply, then any such reimbursements or in-kind benefits shall be paid or reimbursed reasonably promptly, but in no event later than December 31st of the issuance year following the year in which the expense was incurred. The amount of any shares such payments eligible for reimbursement in one year shall not affect the payments or expenses that would otherwise be made upon the date are eligible for payment or reimbursement in any other taxable year, and Employee’s right to such payments or reimbursements of the separation from service or within the first six months thereafter will any such expenses shall not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary subject to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” liquidation or exchange for purposes of Treasury Regulation Section 1.409A-2(b)(2)any other benefit.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to Notwithstanding any provision of this Agreement to the contrary, in the event that any delivery of Shares to the Participant is made upon, or as a result of the Participant’s termination of employment (other than as a result of death), and the Plan are intended Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to satisfy delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of employment (the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury RegulationsDelay Period”). Notwithstanding any other provision in For purposes of applying the provisions of Section 409A, each group of 25% of the total Restricted Stock Units granted hereunder that would normally vest on the Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter under Section 2(a) shall be treated as a separate payment. For purposes of this Agreement or the Plan, the CompanyAgreement, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted (or applicable portion thereof) are subject to the Participant qualify for exemption from or comply with Code provision of Section 409A; provided, howeverthe terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that the Company makes no representations that the constitutes a “separation from service” under Section 409A. Restricted Stock Units shall are generally intended to be exempt from or comply with Code Section 409A and makes no undertaking as short-term deferrals and, accordingly, the terms of this Agreement shall be construed to preclude Code Section 409A from applying preserve such exemption. To the extent that Restricted Stock Units granted under this Agreement are subject to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code requirements of Section 409A, including this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be subject to tax treatment of any amount paid or payable or Award made under this Agreement, and neither Section 409A. Neither the Company nor any of its affiliates Subsidiaries, shall under any circumstances have any liability be liable to any Participant or his or her estate (or any other party individual claiming a benefit through the Participant) for any taxestax, interest, or penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements Participant might owe as a result of participation in the short-term deferral rule and is otherwise not exempt fromPlan, and therefore deemed the Company and its Subsidiaries shall have no obligation to be deferred compensation subject to, Code indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would unless otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)specified.

Code Section 409A. The Restricted Stock Unit It is the intent that the Award shall be either exempt from or compliant with the requirements of Section 409A, and payments made pursuant to this Agreement any successor Code, and related rules, regulations and interpretations, and the Plan are intended Award shall be interpreted, construed and operated to satisfy reflect this intent. The Company reserves the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Companyright, to the extent it the Company deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so as may be necessary to ensure that the Restricted Stock Units granted Award qualifies for the exemption from, or complies with the requirements of, Section 409A or to the Participant qualify for exemption from mitigate any additional tax, interest and/or penalties or comply with Code other adverse tax consequences that may apply under Section 409A409A if compliance is not practical; provided, however, that the Company makes no representations representation that the Restricted Stock Units shall Award will be exempt from or will comply with Code Section 409A 409A, and makes no undertaking to amend the Award to preclude Code Section 409A from applying to the Restricted Stock Units. Award or to ensure that the Award complies with Section 409A. Nothing in this Agreement or the Plan shall provide a basis for any person to take any action against the Company or any affiliate of its affiliates based on matters covered by Code Section 409A, including the tax treatment of any amount amounts paid or payable or Award made under this AgreementAward, and neither the Company nor any of its affiliates shall will have any liability under any circumstances have any liability to any Participant or his or her estate the Grantee or any other party for any taxesif the Award, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements delivery of shares of Stock upon vesting/payment of the short-term deferral rule and Award or other payment or tax event hereunder that is otherwise not intended to be exempt from, and therefore deemed to be deferred compensation subject toor compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Administrator with respect thereto. To the extent that any portion of the Award is determined to constitute NQDC, the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if the Participant any portion of an Award that is NQDC and is payable upon a “Specified Employeeseparation from service” (within the meaning set forth Code of Section 409A(a)(2)(B)(i)409A) as of and the date of the Participant’s separation from service Grantee is then considered a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(h)409A), then the issuance of any shares that would otherwise Award shall be made upon paid on the date earlier of the separation from service or within first business day following (i) the first six months thereafter will not be made on expiration of the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day six-month period after the date of the Grantee’s separation from service, with or (ii) the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this AgreementGrantee’s death, but if and only if to the extent such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Each installment Further, settlement of shares any portion of the Award that vests is a “separate payment” for purposes of Treasury Regulation NQDC many not be accelerated or postponed except to the extent permitted by Section 1.409A-2(b)(2).409A.

Code Section 409A. The Restricted Stock Unit Award In view of uncertainty surrounding the recently enacted Section 409A of the Code, the Company believes that the Units may constitute “deferred compensation” within the meaning of Section 409A of the Code, and payments made pursuant it is the intention and belief of Mattel that the Units comply in all respects with Section 409A of the Code. If Mattel determines after the Grant Date that an amendment to this Grant Agreement and is necessary or advisable to ensure the Plan are intended to satisfy foregoing, it may make such amendment, effective as of the “short-term deferral” rule set forth in Code Grant Date or at any later date, without the consent of the Holder. Consistent with the aim of compliance with Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves applicable: i. The Settlement Date with respect to any Unit shall be the right, but shall not be required, first to unilaterally amend or modify this Agreement and/or occur of (i) the Plan so that the Restricted Stock Units granted scheduled vesting date of such Unit pursuant to the Participant qualify for exemption from or comply with Code first sentence of Section 409A; provided3, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and (ii) (x) if the Participant Holder is not a “Specified Employeespecified employee” (within the meaning set forth Code of Section 409A(a)(2)(B)(i) of the Code) (a “Specified Employee”) or if the Units are not subject to Section 409A, the date of the Holder’s Severance, or (y) if the Holder is a Specified Employee and the Units are subject to Section 409A, the date which is six months after the date of such Severance, (iii) the date of the Holder’s death, (iv) the date of the Holder’s Disability (but, if the Units are subject to Section 409A, only if such Disability qualifies the Holder as “disabled” with the meaning of Section 409A(a)(2)(A)(ii) of the Code), and (v) the date of a Change in Control (but, if the Units are subject to Section 409A, only if such Change in Control qualifies as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder). ii. In the event that the Units are subject to Section 409A, and there occurs a Change in Control that does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, the amount that shall be provided on the applicable Settlement Date (if such Settlement Date occurs following such Change in Control) in settlement of any Unit that vested as a result of such Change in Control shall be a cash amount that equals the Fair Market Value of a share of Common Stock as of the date of such Change in Control, plus interest thereon through the Participant’s separation from service Settlement Date at the federal funds rate (within as reported in the meaning of Treasury Regulation Section 1.409A-1(h)Wall Street Journal or any other information source reasonably selected by the Committee), then compounded daily. iii. If the issuance of any shares that would otherwise Units are subject to Section 409A, under no circumstances may this Grant Agreement be made upon the date of the separation from service amended or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued terminated in a lump sum on the date manner that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code violates Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).409A.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or to the Plancontrary, if and to the Companyextent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Company that such benefits will, to the extent it deems necessary practicable, comply with, or advisable in its sole discretionbe exempt from, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, howeverand this Agreement will, that to the Company makes no representations that extent practicable, be construed in accordance therewith. To the Restricted Stock Units shall be exempt from or comply with maximum extent permitted under Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in its corresponding regulations, Severance Payments under this Agreement or the Plan shall provide a basis for any person are intended to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy meet the requirements of the short-term deferral rule exemption under Code Section 409A and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), each payment in a series of payments to the Executive will be deemed a separate payment. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply will not be permitted unless such deferrals follow Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise not exempt fromand Executive is determined to be a “specified employee” (as defined under Code Section 409A), and therefore any payment that is deemed to be deferred compensation subject to, under Code Section 409A, and if 409A to be made to the Participant is Executive upon a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of separation from service may not be made before the date of the Participantthat is six (6) months after Executive’s separation from service (within or death, if earlier). To the meaning of Treasury Regulation Section 1.409A-1(h))extent that Executive becomes subject to the six (6)-month delay rule, then the issuance of any shares all payments that would otherwise be have been made upon to Executive during the date of the six (6) months following her separation from service or within that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to Executive during the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the seventh (7th) month following her separation from service, with and any remaining payments due will be made in their ordinary course as described in this Agreement. For the balance purposes herein, the phrase “termination of the shares issued thereafter employment” or similar phrases will be interpreted in accordance with the original vesting term “separation from service” as defined under Code Section 409A if and issuance schedule set forth to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, but then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A if and only if such delay to the extent required. Further, in the issuance of the shares is necessary event that this Agreement or any benefit thereunder will be deemed not to avoid the imposition of taxation under comply with Code Section 409A. Each installment of shares that vests is a “separate payment” 409A, then neither the Company, the Board, STRM, the Committee nor its or their affiliates designees or agents will be liable to any participant or other person for purposes of Treasury Regulation Section 1.409A-2(b)(2)actions, decisions or determinations made in good faith.

Code Section 409A. The Restricted Stock Unit This Performance Share Award and payments made pursuant to this Agreement and the Plan are is intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or to comply with Code Section 409A of the Code and makes no undertaking shall be interpreted, operated and administered in a manner consistent with such intent. To the extent this Agreement provides for the Performance Share Award to preclude Code become vested and be settled upon the Participant’s termination of employment, the applicable Shares shall be transferred to the Participant or his or her beneficiary upon the Participant’s “separation from service,” within the meaning of Section 409A from applying of the Code; provided that if the Participant is a “specified employee,” within the meaning of Section 409A of the Code, then to the Restricted Stock Unitsextent the Performance Share Award constitutes nonqualified deferred compensation, within the meaning of Section 409A of the Code, such Shares shall be transferred to the Participant or his or her beneficiary upon the earlier to occur of (i) the six-month anniversary of such separation from service and (ii) the date of the Participant’s death. This Agreement may be amended at any time, without the consent of any party, to avoid the application of Section 409A of the Code in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A of the Code, but the Company shall not be under any obligation to make any such amendment. Nothing in this the Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate Affiliate based on matters covered by Code Section 409A409A of the Code, including the tax treatment of any amount paid or payable or under the Performance Share Award made under this Agreementgranted hereunder, and neither the Company nor any of its affiliates Affiliates shall under any circumstances have any liability to any the Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any due on amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements , including taxes, penalties or interest imposed under Section 409A of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Code.

Code Section 409A. The Restricted Stock Unit Award It is intended that all of the benefits and payments made pursuant to under this Agreement and satisfy, to the Plan are intended to satisfy greatest extent possible, the “short-term deferral” rule set forth in exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”1.409A-1(b)(9). Notwithstanding any other provision in , and this Agreement or the Plan, the Company, will be construed to the greatest extent it deems necessary or advisable in its sole discretionpossible as consistent with those provisions. If not so exempt, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so (and any definitions hereunder) will be construed in a manner that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply complies with Code Section 409A and makes no undertaking to preclude incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A from applying (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the Restricted Stock Units. Nothing contrary in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither if you are deemed by the Company nor any at the time of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed your Separation from Service to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employeespecified employee” (within the meaning set forth for purposes of Code Section 409A(a)(2)(B)(i)) as , and if any of the date payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, the timing of the Participant’s separation payments upon a Separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise Service will be made upon the date of the separation from service or within the first six months thereafter will not be made delayed as follows: on the originally scheduled dates and will instead be issued in a lump sum on earlier to occur of (i) the date that is six months and one day after the effective date of your Separation from Service, and (ii) the date of the separation your death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to you a lump sum amount equal to the sum of the payments upon Separation from serviceService that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, with and (B) commence paying the balance of the shares issued thereafter payments in accordance with the original vesting and issuance schedule applicable payment schedules set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).above. No interest will be due on any amounts so deferred. Page Seven

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to Notwithstanding any provision of this Agreement to the contrary, in the event that any delivery of Shares to the Participant is made upon, or as a result of the Participant’s termination of employment (other than as a result of death), and the Plan are intended Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to satisfy delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of employment (the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury RegulationsDelay Period”). Notwithstanding any other provision in For purposes of this Agreement or the Plan, the CompanyAgreement, to the extent it deems necessary the Performance Share Units (or advisable equivalent units received following a Change in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted Control) are subject to the Participant qualify for exemption from or comply with Code provision of Section 409A; provided, howeverthe terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that the Company makes no representations that the Restricted Stock constitutes a “separation from service” under Section 409A. Performance Share Units shall are generally intended to be exempt from or comply with Code Section 409A and makes no undertaking as short-term deferrals and, accordingly, the terms of this Agreement shall be construed to preclude Code Section 409A from applying preserve such exemption. To the extent that Performance Share Units granted under this Agreement are subject to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code requirements of Section 409A, including this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be subject to tax treatment of any amount paid or payable or Award made under this Agreement, and neither Section 409A. Neither the Company nor any of its affiliates Subsidiaries shall under any circumstances have any liability be liable to any Participant or his or her estate (or any other party individual claiming a benefit through the Participant) for any taxestax, interest, or penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements Participant might owe as a result of participation in the short-term deferral rule and is otherwise not exempt fromPlan, and therefore deemed the Company and its Subsidiaries shall have no obligation to be deferred compensation subject to, Code indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would unless otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)specified.

Code Section 409A. The Restricted Stock Unit Award This Agreement (and the benefits and payments made pursuant to provided for under this Agreement and the Plan Agreement) are intended to satisfy the “short-term deferral” rule set forth in Code be exempt from or to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations of the United States Treasury Department and other guidance issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A), and this Agreement shall be interpreted and administered in a manner consistent with that intention; provided, however, that under no circumstances shall the Company makes no representations that or a Subsidiary be liable for any additional tax or other sanction imposed upon the Restricted Stock Units shall be exempt from Grantee, or comply other damage suffered by the Grantee, on account of this Agreement (or the benefits and payments provided for under this Agreement) being subject to and not in compliance with Code Section 409A and makes no undertaking 409A. For purposes of this Agreement, if necessary to preclude Code Section 409A from applying to avoid the Restricted Stock Units. Nothing in this Agreement or imposition of additional taxes upon the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Grantee under Code Section 409A, including the tax treatment Grantee’s employment will not be considered to have terminated until and if the/ Grantee has experienced, in respect of any amount paid or payable or Award made under this Agreement, and neither the Company nor any or a Subsidiary (or successor thereto), as applicable, a “separation from service” within the meaning of its affiliates Treasury Regulation section 1.409A-1(h). Where Common Stock is required by this Agreement to be issued to the Grantee (and where dividend equivalent amounts are required to be paid to the Grantee) within a 15 day period following an applicable vesting date, the Company shall under any circumstances have any liability determine when during that 15 day period the Common Stock will be issued and the dividend equivalent amount will be paid to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreementthe Grantee. If this Award fails and to satisfy the requirements extent necessary to avoid the imposition of additional taxes upon the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Grantee under Code Section 409A, if the Grantee is entitled to receive Common Stock or dividend equivalent amounts upon or as a result of the Grantee’s separation from service, and if the Participant Grantee is a “Specified Employeespecified employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(hsection 1.409A-1(i))) on the date of his or her separation from service, then notwithstanding any other provision of this Agreement to the issuance contrary, such Common Stock shall be issued and such dividend equivalent amounts shall be paid to the Grantee only upon the earliest to occur of any shares (i) the day next following the date that would otherwise be made upon is the six-month anniversary of the date of the Grantee’s separation from service service, or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after (ii) the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Grantee’s death.

Code Section 409A. The Restricted Stock Unit Award If any payments under this Agreement are subject to the provisions of Code Section 409A, it is intended that the Agreement will comply fully with and meet all the requirements of Code Section 409A. Consequently, any payment under this Agreement shall be subject to the provisions of this Section 19. If you are a “Specified Employee” of the Company for purposes of Code Section 409A at the time of a payment event set forth in Sections 8 or 9 then no payments made pursuant to those Sections shall be made to you by the Company until the amount of time has passed that is necessary to avoid incurring excise taxes under Code Section 409A. Should this Agreement Section 19 result in a delay of payments to you, on the first day any such payments may be made without incurring a penalty pursuant to Section 409A (the “409A Payment Date”), the Company shall begin to make such payments as described in Sections 8 or 9, provided that any amounts that would have been payable earlier but for the application of this Section 19, shall be paid in lump-sum on the 409A Payment Date along with accrued interest at the rate of interest announced by Bank of America, Arizona from time to time as its prime rate from the date that payments to you should have been made under this Agreement. The balance of such payments shall be payable in accordance with regular payroll timing and the Plan are intended to satisfy COBRA premiums shall be reimbursed monthly. For purposes of this provision, the “short-term deferral” rule Specified Employee shall have the meaning set forth in Code Section 409A 409A(2)(B)(i) or any successor provision and the treasury regulations and rulings issued hereunder. We look forward to working with you to fully enable your and our shareholders’ mutual success. Sincerely, /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chief Executive Officer Accepted by: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Date of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the PlanAcceptance: January 16, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).2007

Code Section 409A. The Restricted Stock Unit Award This Agreement is intended to comply, and payments made pursuant shall be administered consistently in all respects, with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and additional guidance promulgated thereunder to the extent applicable. Accordingly, Valero shall have the authority to take any action, or refrain from taking any action, with respect to this Agreement that is reasonably necessary to ensure compliance with Code Section 409A (provided that Valero shall choose the action that best preserves the value of payments and benefits provided to Participant under this Agreement that is consistent with Code Section 409A), and the Plan are intended parties agree that this Agreement shall be interpreted in a manner that is consistent with Code Section 409A. In furtherance, but not in limitation of the foregoing: (a) in no event may Participant designate, directly or indirectly, the calendar year of any payment to satisfy be made hereunder; (b) to the extent the Participant is a “short-term deferralspecified employee” rule set forth in within the meaning of Code Section 409A, payments, if any, that constitute a “deferral of compensation” under Code Section 409A and that would otherwise become due during the regulations first six months following Participant’s termination of employment shall be delayed and all such delayed payments shall be paid in full in the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or seventh month after such termination date, provided that the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but above delay shall not be required, apply to unilaterally amend or modify this Agreement and/or the Plan so any payment that the Restricted Stock Units granted to the Participant qualify for exemption is excepted from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered coverage by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of such as a payment covered by the short-term deferral rule exception described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision of this Agreement, a termination, resignation or retirement of Participant’s employment hereunder shall mean and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is interpreted consistent with a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (service” within the meaning of Treasury Regulation Code Section 1.409A-1(h))409A; (d) terms defined in this section will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any other provision hereof, then Valero makes no representations or warranties and will have no liability to Participant or any other person if any provision of or payment under this Agreement is determined to constitute deferred compensation subject to Section 409A but does not satisfy the issuance conditions of any shares Section 409A. Amended and restated effective as of February 23, 2021. by: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Senior Vice President & Chief Human Resources Officer Participant Assumptions and Calculations (for illustration purposes only): 1. Assume the Participant was granted 36,000 Performance Shares on February 26, 2020. 2. Assume the Normal Vesting Date for the second segment of these Performance Shares is January 22, 2022. On that would otherwise be made upon date 12,000 Performance Shares (36,000 / 3 = 12,000) vest with respect to the date two-year Performance Period ending December 31, 2021. 3. Assume the cumulative amount of dividends paid to holders of Common Stock during the eight quarters of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that Performance Period is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)$7.52 per share.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this (i) This Agreement and the Plan are is not intended to satisfy the “short-term deferral” rule set forth in Code provide for any deferral of compensation subject to Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the PlanCode, and, accordingly, the Companyseverance payments payable under Sections 4(b)(ii) and 4(b)(iv) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, to and (B) the extent it deems necessary or advisable in its sole discretion, reserves fifteenth (15th) day of the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that third month following first taxable year of the Company makes in which such amounts are is no representations that the Restricted Stock Units shall be exempt from or comply longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and makes no undertaking to preclude any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A from applying to the Restricted Stock Unitsand Department of Treasury regulations and other interpretive guidance issued thereunder. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment Each series of any amount paid or payable or Award installment payments made under this Agreement, and neither the Company nor any Agreement is hereby designated as a series of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employeeseparate payments” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, to the extent any payments to Executive pursuant to Sections 4(b)(ii) or 4(b)(iv) constitute “non-qualified deferred compensation” subject to Section 409A of the Code or are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), then, to the extent required by Section 409A of the Code or to satisfy such exception, no amount shall be payable pursuant to such sections unless Executive's termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”). (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), then as determined by the issuance Company in accordance with Section 409A of any shares that would otherwise be made upon the Code, on the date of Executive’s Separation from Service, to the separation from service extent that the payments or within benefits under this Agreement constitute “non-qualified deferred compensation” subject to Section 409A of the first six months thereafter will not Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 10(o)(ii) shall be made on the originally scheduled dates and will instead be issued paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6) months and one day after following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the separation from service, with the balance earliest date as is permitted under Section 409A of the shares issued thereafter Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the original vesting applicable exemptions from Section 409A of the Code. If Executive and issuance schedule set forth in the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, but if or take such other actions as 16 US-DOCS\110686460.1 Executive and only if such delay in the issuance Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the shares Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is necessary ambiguous as to avoid its compliance with Section 409A of the imposition Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of taxation the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-2(b)(2)1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to Notwithstanding anything in the Plan or this Agreement and to the Plan are intended contrary, if any payment with respect to satisfy the “short-term deferral” rule set forth in any RSUs (including any Dividend Equivalents) is subject to Code Section 409A and if such payment is to be paid or provided on account of Participant's Termination Date (or other separation from service or termination of employment, other than death): (a) and if Participant is a specified employee (within the regulations meaning of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A) and if any such payment or benefit is required to be made or provided prior to the date which is six (6) months following Participant's Termination Date, such payment or benefit shall be delayed until the date which is six (6) months and one (1) day following Participant's Termination Date; provided, however, that the Company makes no representations that the Restricted Stock Units if Participant dies prior to such six (6) month anniversary, all remaining payments shall be exempt paid to his estate within ninety (90) days following his death; and (b) the determination as to whether Participant has had a Termination Date (or other termination of employment or separation from or comply service) shall be made in accordance with the provisions of Code Section 409A and makes no undertaking the guidance issued thereunder without application of any alternative levels of reductions of bona fide services permitted thereunder. It is the intent of this Agreement to preclude comply with the requirements of Code Section 409A from applying to so that none of the Restricted Stock Units. Nothing in RSUs provided under this Agreement or Stock issuable hereunder will be subject to the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the additional tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as any ambiguities herein will be interpreted to so comply. None of the date Company, any Affiliate or any Subsidiary, however, makes any representation regarding the tax consequences of this Award. ▇▇▇▇ ▇▇▇▇▇▇▇ Nutrition Company By: ___________________________________ Senior Vice President, General Counsel and Secretary I have read this Agreement in its entirety. I understand that the RSUs have been granted to provide a means for me to acquire and/or expand an ownership position in ▇▇▇▇ ▇▇▇▇▇▇▇ Nutrition Company, and it is expected that I will retain the Stock I receive upon the settlement of the Participant’s separation from service (within RSUs consistent with the meaning Company's Stock retention guidelines in effect at the time of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date settlement of the separation from service or within RSUs. I acknowledge and agree that (i) the first six months thereafter will not be made on the originally scheduled dates RSUs are nontransferable, except as provided in Section 7 hereof and will instead be issued in a lump sum on the date that is six months and one day after the date Section 11(b) of the separation from servicePlan, (ii) the Option is subject to forfeiture in the event of my Termination Date in certain circumstances, as specified in the Agreement, and (iii) sales of Stock will be subject to the Company's policy regulating trading in the Company's Stock. In accepting this grant, I hereby agree that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, or such other vendor as the Company may choose to administer the Plan, may provide the Company with any and all account information necessary to monitor my compliance with the balance of Company's Stock retention guidelines and other applicable policies. I hereby agree to all the shares issued thereafter in accordance with the original vesting terms and issuance schedule conditions set forth in this Agreement and accept the grant of the RSUs subject thereto. Where electronic acceptance is permitted under applicable law, electronic acceptance of the RSUs shall be binding on the Participant. By: ___________________________________________ Participant Signature The additional terms and conditions set forth below are specifically incorporated into the Agreement. These terms and conditions govern the RSUs granted under the ▇▇▇▇ ▇▇▇▇▇▇▇ 2009 Amended and Restated Stock Award and Incentive Plan if the Participant resides outside the United States. Due to the complexities of legal, but if regulatory and only if such delay tax issues, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the issuance of applicable country may apply to the shares is necessary to avoid Participant's individual situation. Certain capitalized terms used but not defined in this Exhibit I have the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)meanings set forth in the Plan and/or the Agreement.

Code Section 409A. The If the Participant is a “specified employee,” within the meaning of Section 409A of the Code and the U.S. Treasury Regulations promulgated thereunder (collectively, “Section 409A”), at the time of a separation from service, any payments made under this Agreement in connection with a separation from service shall instead be paid on the first business day following the expiration of the six (6)-month period following the Participant's separation from service if necessary to comply with Section 409A. It is the intent that the Restricted Stock Unit Award Units shall comply with the requirements of Section 409A, and payments made pursuant any ambiguities herein will be interpreted to this Agreement and so comply. The Company reserves the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Companyright, to the extent it the Company deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or payouts provided under this Agreement are made in a manner that complies with Section 409A or to mitigate any additional tax, interest and/or the Plan so penalties or other adverse tax consequences that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code may apply under Section 409A409A if compliance is not practical; provided, however, that nothing in this paragraph 15 creates an obligation on the part of the Company to modify the terms of this Agreement or the Plan, and the Company makes no representations representation that the terms of the Restricted Stock Units shall be exempt from or will comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to or that payments under the Restricted Stock Units. Nothing in this Agreement Units will not be subject to taxes, interest and penalties or the Plan other adverse tax consequences under Section 409A. In no event whatsoever shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability be liable to any Participant or his or her estate or any other party for any taxesadditional tax, interest or penalties or interest that may be imposed under Code on the Participant by Section 409A or any damages for any amounts paid or payable under this Agreement. If this Award fails failing to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code comply with Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).409A.

Code Section 409A. The Restricted Stock Unit Award For purposes of Code Section 409A, the regulations and payments other guidance there under and any state law of similar effect (collectively “Section 409A”), each distribution that is made pursuant to this Agreement is hereby designated as a separate payment. The Participant and the Plan Company intend that all distributions made or to be made under this Agreement comply with, or are intended to satisfy exempt from, the “short-term deferral” rule set forth in Code requirements of Section 409A and the regulations so that none of the United States distributions will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Specifically, any distribution made in connection with the Participant’s Termination and paid on or before the 15th day of the 3rd month following the end of the Participant’s first tax year in which the Participant’s Termination occurs or, if later, the 15th day of the 3rd month following the end of the Company’s first tax year in which the Participant’s Termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding Regulation Section 1.409A-1(b)(4) and any other provision additional distribution made in connection with the Participant’s Termination under this Agreement or shall be exempt from Section 409A to the Plan, the Company, maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it deems necessary or advisable is exempt pursuant to such section it will in its sole discretionany event be paid no later than the last day of the Participant’s 2nd taxable year following the taxable year in which the Participant’s Termination occurs). Notwithstanding the foregoing, reserves if any of the right, but shall distributions provided in connection with the Participant’s Termination do not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall any reason to be exempt from or comply with Code Section 409A and makes no undertaking pursuant to preclude Code Treasury Regulation Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code 1.409A-1(b)(4), Treasury Regulation Section 409A1.409A-1(b)(9)(iii), including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxesapplicable exemption and the Participant is, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy at the requirements time of the short-term deferral rule and is otherwise not exempt fromParticipant’s Termination, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employeespecified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such distribution will not be made until the first regularly scheduled payroll date of the 7th month after the Participant’s Termination and, on such date (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of or, if earlier, the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)death), then the issuance of any shares Participant will receive all distributions that would otherwise have been made during such period in a single distribution. Any remaining distributions due under this Agreement shall be made upon as otherwise provided herein. The determination of whether the date Participant is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i) as of the separation from service or within time of such Termination shall made by the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter Committee in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance terms of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).409A.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and (a) To the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations extent any provision of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or action by the PlanEmployer would subject Executive to liability for interest or additional taxes under Code Section 409A, the Companyit shall be deemed null and void, to the extent it deems necessary or permitted by law and deemed advisable in its sole discretion, reserves by the right, but shall not be required, to unilaterally amend or modify Employer. It is intended that this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or will comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units and this Agreement shall be exempt administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of Executive’s termination of employment unless such termination constitutes a “separation from or comply with service” within the meaning of Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the tax treatment Employer to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 19 shall not be construed as a guarantee of any amount paid or payable or Award made particular tax effect for Executive’s benefits under this Agreement, Agreement and neither the Company nor Employer does not guarantee that any such benefits will satisfy the provisions of its affiliates shall under any circumstances have any liability to any Participant or his or her estate Code Section 409A or any other party for provision of the Code. #847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement 14 (b) Notwithstanding any taxesprovision of this Agreement to the contrary, penalties or interest imposed under if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A for any amounts paid or payable 409A, payments due under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore Agreement that are deemed to be deferred compensation shall be subject to, Code Section 409A, to a six-month delay following the Termination Date; and if the Participant is all delayed payments shall be accumulated and paid in a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) lump-sum payment as of the date first day of the Participantseventh month following the Termination Date (or, if earlier, as of Executive’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)death), then with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the issuance prime rate in effect on the first day of any shares that would otherwise be made upon the date such six-month period. Any portion of the separation from service or within benefits hereunder that were not otherwise due to be paid during the first six months thereafter will not six-month period following the Termination Date shall be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter paid to Executive in accordance with the original vesting and issuance payment schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)established herein.

Code Section 409A. The Restricted Stock Unit (a) In the event the Company does not receive an executed Election Form from you, (1) the parties intend that this Award and payments made pursuant to this Agreement and each payment upon the Plan are intended to satisfy lapse of restrictions on any RSUs will meet all requirements of the “short-term deferral” rule set forth in deferral exception to Code Section 409A and (2) the regulations short-term deferral exception shall be applied separately to each such payment. In such event, to the fullest extent possible, the Plan and this Award Agreement shall be construed, interpreted and administered so that each such payment is made in a time, form and manner that results in the payment being excepted from Code Section 409A. (b) In the event that this Award Agreement and any payment hereunder constitute deferred compensation that is subject to Code Section 409A, the parties intend that this Award Agreement and each payment hereunder will comply with Code Section 409A. In such event, to the fullest extent possible, the Plan and this Award Agreement shall be construed, interpreted and administered so that each such payment is made in a time, form and manner that complies with the requirements of the United States Treasury Department issued thereunder Code Section 409A. (“Treasury Regulations”). c) Notwithstanding any other provision in of the Plan or this Award Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretioncontrary, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or payments and benefits provided under this Award Agreement comply with or are excepted from Code Section 409A and makes in no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan event shall provide a basis for any person to take action against the Company be liable for all or any affiliate based on matters covered by Code Section 409A, including the tax treatment portion of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties penalties, interest or interest imposed other expenses that may be incurred by you on account of non-compliance with Code Section 409A. (d) A termination of service as a member of the Board of Directors (or any similar term) shall not be deemed to have occurred for purposes of any provision of the Plan or this Award Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A for any amounts paid upon or payable under this Agreement. If this Award fails to satisfy the requirements following a termination of the short-term deferral rule and such service unless such termination is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is also a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s "separation from service (service" within the meaning of Treasury Regulation Code Section 1.409A-1(h)), then 409A and the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in payment thereof prior to a lump sum on the date that is six months and one day after the date of the "separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under " would violate Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).409A.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to (a) To the extent applicable, this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth shall be interpreted in Code accordance with Section 409A and the regulations of the United States Code and Department of Treasury Department regulations and other interpretive guidance issued thereunder thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Treasury RegulationsSection 409A”). Notwithstanding any other provision of this Agreement to the contrary, in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Plan, the Company, to the extent it deems Company determines are necessary or advisable in its sole discretionappropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, reserves including without limitation actions intended to (i) exempt the right, but shall not be required, to unilaterally amend or modify compensation and benefits payable under this Agreement from Section 409A, and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or (ii) comply with Code the requirements of Section 409A; , provided, however, that this Section 13 does not, and shall not be construed so as to, create any obligation on the part of the Company makes no representations that the Restricted Stock Units shall be exempt from to adopt any such amendments, policies or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement procedures or the Plan shall provide a basis for any person to take action against any other such actions. In no event shall the Company Company, its affiliates or any affiliate based on matters covered by Code Section 409Aof their respective officers, including the tax treatment of any amount paid directors or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party advisors be liable for any taxes, interest or penalties or interest imposed under Code Section 409A for or any amounts paid corresponding provision of state or payable local law. (b) Any right under this Agreement to a series of installment payments shall be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in this Agreement. If this Award fails , no compensation or benefits shall be paid to satisfy Employee during the requirements of the shortsix-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a month period following Employee’s “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service service” with the Company (within the meaning of Section 409A) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Employee’s death), the Company shall pay Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Employee during such period (without interest). (c) To the extent any reimbursements or in-kind benefits due to Employee under this Agreement constitute “deferred compensation” to which Treasury Regulation Section 1.409A-1(h))1.409A-3(i)(1)(iv) would apply, then any such reimbursements or in-kind benefits shall be paid or reimbursed reasonably promptly, but in no event later than December 31st of the issuance year following the year in which the expense was incurred. The amount of any shares such payments eligible for reimbursement in one year shall not affect the payments or expenses that would otherwise be made upon the date are eligible for payment or reimbursement in any other taxable year, and Employee’s right to such payments or reimbursements of the separation from service or within the first six months thereafter will any such expenses shall not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary subject to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” liquidation or exchange for purposes of Treasury Regulation Section 1.409A-2(b)(2)any other benefit.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are This award of Performance Units is intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with the applicable requirements of Code Section 409A and makes no undertaking to preclude shall be administered in accordance with Code Section 409A from applying to the Restricted Stock Units. Nothing 409A. Notwithstanding anything in this Agreement or to the Plan shall provide a basis for any person to take action against contrary, if the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed Performance Units constitute “deferred compensation” under Code Section 409A and the Performance Units become vested and settled upon the Participant’s termination of employment, payment with respect to the Performance Units shall be delayed for any amounts paid or payable under this Agreement. If this Award fails to satisfy a period of six months after the requirements Participant’s termination of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and employment if the Participant is a “Specified Employeespecified employee” (within the meaning set forth as defined under Code Section 409A(a)(2)(B)(i)409A (as determined by the Committee) as and if required pursuant to Code Section 409A. If payment is delayed, the shares of Stock of the Company and accrued cash dividend equivalents shall be distributed within 30 days after the date that is the six-month anniversary of the Participant’s separation from service (within termination of employment. If the meaning of Treasury Regulation Section 1.409A-1(h))Participant dies during the six-month delay, then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter of Stock and accrued cash dividend equivalents shall be distributed in accordance with the original vesting Participant’s will or under the applicable laws of descent and issuance schedule set forth distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Performance Units may only be made in this Agreementa manner and upon an event permitted by Code Section 409A, but if and all payments to be made upon a termination of employment hereunder may only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation be made upon a “separation from service” as defined under Code Section 409A, if required pursuant to Code Section 409A. Each installment To the extent that any provision of shares that vests this Agreement would cause a conflict with the requirements of Code Section 409A, or would cause the administration of the Performance Units to fail to satisfy the requirements of Code Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. If the Performance Units constitute “deferred compensation” under Code Section 409A and payment is subject to the execution of a “separate payment” for purposes of Treasury Regulation Release, and if such payment could be made in more than one taxable year, payment shall be made in the later taxable year, if required by Code Section 1.409A-2(b)(2).409A. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK –

Code Section 409A. (a) The Restricted Stock Unit Award Company intends that, except as may be otherwise determined by the Administrator, the Option be either exempt from or satisfy the requirements of Section 409A of the Code and payments made pursuant related regulations and Treasury pronouncements (“Section 409A”) to avoid the imposition of any taxes, including additional income or penalty taxes, thereunder. If the Administrator determines that the Option, this Agreement, the acceleration or adjustment to the terms of the Option or this Agreement, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of this Agreement would, if undertaken, cause the Option to become subject to Section 409A, unless the Administrator expressly determines otherwise, the Option, this Agreement, the payment, acceleration, adjustment, distribution, deferral election, transaction or other action or arrangement shall not be undertaken and the Plan are intended related provisions of this Agreement will be deemed modified or, if necessary, rescinded in order to satisfy comply with the “short-term deferral” rule set forth in Code requirements of Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary determined by the Administrator without the consent or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted notice to the Participant qualify for exemption from Optionee. Notwithstanding the foregoing, neither the Company nor the Administrator shall have any obligation to take any action to prevent the assessment of any excise tax or comply with Code penalty on the Optionee under Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances the Administrator will have any liability to any Participant the Optionee for such tax or his penalty. (b) Although the Company intends that the Option will be exempt from, or her estate will comply with, the requirements of Section 409A, the Company does not warrant that the Option will qualify for favorable tax treatment under Section 409A or any other party provision of federal, state, local or foreign law. The Company shall not be liable to the Optionee for any taxestax, interest or penalties the Optionee might owe as a result of the grant, holding, vesting, exercise or interest imposed under Code Section 409A for any amounts paid or payable under payment related to the Option granted by this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Code Section 409A. A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan Performance Units are intended to satisfy comply with or be exempt from the “short-term deferral” rule set forth in Code requirements of Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”)Code. Notwithstanding any other provision The Plan and this Award Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that this Award Agreement is subject to Section 409A of the Code and that it does not comply with or is inconsistent with the Planapplicable requirements, the CompanyCompany may, to the extent it deems necessary or advisable in its sole discretion, reserves the rightand without your consent, but shall not be required, amend this Award Agreement to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted cause it to the Participant qualify for exemption from or comply with Section 409A of the Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall or be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying of the Code. B. Notwithstanding any provision of this Award Agreement to the Restricted Stock Units. Nothing contrary, in this Agreement the event that any settlement or payment of the Plan shall provide Performance Units occurs as a basis for any person to take action against result of your termination of employment and the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is determines that you are a “Specified Employeespecified employee” (within the meaning set forth Code of Section 409A(a)(2)(B)(i)) as 409A of the date Code) subject to Section 409A of the Participant’s separation Code at the time of your termination of employment, and provided further that such payment or settlement does not otherwise qualify for an applicable exemption from service (within Section 409A of the meaning of Treasury Regulation Section 1.409A-1(h))Code, then the issuance of any shares that would otherwise no such settlement or payment shall be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on paid to you until the date that is the earlier to occur of: (i) your death, or (ii) six (6) months and one (1) day after the date following your termination of employment. Any portion of the Performance Units where settlement is delayed as a result of the foregoing, which is (i) in whole or in part, settled in cash and (ii) based on the value of a Share, shall be based on the value of a Share at the time the Performance Units otherwise would have been settled or paid without application of the delay described in the foregoing sentence. If the Performance Units do not otherwise qualify for an applicable exemption from Section 409A of the Code, the terms “Retirement,” “terminate,” “termination,” “termination of employment,” and variations thereof as used in this Award Agreement are intended to mean a “separation from service, ” as such term is defined under Section 409A of the Code. C. Although this Award Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the balance requirements of Section 409A of the shares issued thereafter in accordance Code, the Company does not represent or warrant that this Award Agreement or the payments provided hereunder will comply with Section 409A of the original vesting and issuance schedule set forth in Code or any other provisions of federal, state, local, or non-U.S. law. Neither the Company, its Subsidiaries, your Employer or their respective directors, officers, employees or advisers shall be liable to you (or any other individual claiming a benefit through you) for any tax, interest, or penalties you may owe as a result of compensation paid under this Award Agreement, but if and only if such delay in the issuance Company, its Affiliates and your Employer shall have no obligation to indemnify or otherwise protect you from the obligation to pay any taxes pursuant to Section 409A of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Code.

Code Section 409A. The Restricted Stock Unit Award This Agreement is intended to comply, and payments made pursuant shall be administered consistently in all respects, with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and additional guidance promulgated thereunder to the extent applicable. Accordingly, Valero shall have the authority to take any action, or refrain from taking any action, with respect to this Agreement that is reasonably necessary to ensure compliance with Code Section 409A (provided that Valero shall choose the action that best preserves the value of payments and benefits provided to Participant under this Agreement that is consistent with Code Section 409A), and the Plan are intended parties agree that this Agreement shall be interpreted in a manner that is consistent with Code Section 409A. In furtherance, but not in limitation of the foregoing: (a) in no event may Participant designate, directly or indirectly, the calendar year of any payment to satisfy be made hereunder; (b) to the extent the Participant is a “short-term deferralspecified employee” rule set forth in within the meaning of Code Section 409A, payments, if any, that constitute a “deferral of compensation” under Code Section 409A and that would otherwise become due during the regulations first six months following Participant’s termination of employment shall be delayed and all such delayed payments shall be paid in full in the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or seventh month after such termination date, provided that the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but above delay shall not be required, apply to unilaterally amend or modify this Agreement and/or the Plan so any payment that the Restricted Stock Units granted to the Participant qualify for exemption is excepted from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered coverage by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of such as a payment covered by the short-term deferral rule exception described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision of this Agreement, a termination, resignation or retirement of Participant’s employment hereunder shall mean and be interpreted consistent with a “separation from service” within the meaning of Code Section 409A; (d) terms defined in this section will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any other provision hereof, Valero makes no representations or warranties and will have no liability to Participant or any other person if any provision of or payment under this Agreement is otherwise not exempt from, and therefore deemed determined to be constitute deferred compensation subject to, Code to Section 409A, and if 409A but does not satisfy the Participant is a “Specified Employee” (within the meaning set forth Code conditions of Section 409A(a)(2)(B)(i)) 409A. Executed effective as of the date first written above. by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Senior Vice President & Chief Human Resources Officer , Participant Assumptions and Calculations (for illustration purposes only): 1. Assume the Participant was granted 36,000 Performance Shares on February 22, 2022. 2. Assume the Normal Vesting Date for the second segment of these Performance Shares is January 24, 2024. On that date 12,000 Performance Shares (36,000 / 3 = 12,000) vest with respect to the two-year Performance Period ending December 31, 2023. 3. Assume the cumulative amount of dividends paid to holders of Common Stock during the eight quarters of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that Performance Period is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)$7.52 per share.

Code Section 409A. The Restricted Stock Unit Award It is intended that all of the benefits and payments made pursuant to payable under this Agreement and satisfy, to the Plan are intended to satisfy greatest extent possible, the “short-term deferral” rule set forth in exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”1.409A-1(b)(9). Notwithstanding any other provision in , and this Agreement or will be construed to the Plangreatest extent possible as consistent with those provisions, the Company, and to the extent it deems necessary or advisable in its sole discretionnot so exempt, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so (and any definitions hereunder) will be construed in a manner that the Restricted Stock Units granted to the Participant qualify for exemption from or comply complies with Code Section 409A; provided409A. For purposes of Section 409A(including, howeverwithout limitation, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(21.409A-2(b)(2)(iii).), Executive’s right to receive any installment payments under this letter (whether reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder (including the Severance Benefits) shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 7 shall be paid in a lump sum to Executive, and any remaining

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the CompanyThis Agreement, to the extent it deems necessary provides for payments to or advisable in its sole discretionon behalf of the Employee that are subject to Code section 409A, reserves the right, but shall not be required, is intended to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section section 409A and all applicable regulations and other generally applicable guidance issued thereunder. The Company reserves the right to modify or amend this Agreement in its discretion with or without the consent of the Employee to the extent necessary for the Agreement to comply with Code section 409A; provided, however, any such modification shall conform as close as possible to the original intent and economics of the Agreement. Neither the Company nor the Employee shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Section 409A of the Code (including any transition or grandfather rules thereunder). The termination of the Employee's employment as of the Separation Date shall constitute a "separation from service" within the meaning of Section 409A of the Code. If at the time of the Employee's separation from service the Employee is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that the constitutes "nonqualified deferred compensation" within the meaning of Code Section 409A that becomes payable to the Employee on account of the Employee's Separation from Service will not be paid until after the earlier of (i) the first business day of the seventh (7th) month following the Employee's separation from service, or (ii) the date of the Employee's death (the "409A Suspension Period"), to the extent required to comply with Section 409A of the Code. After the end of the 409A Suspension Period, the Employee shall be paid a cash lump sum payment equal to any payments (including interest on any such payments, at an interest rate of not less than the prime interest rate, as published in the Wall Street Journal, over the period such payment is restricted from being paid to the Employee) and benefits that the Company makes would otherwise have been required to provide under this Agreement but for the imposition of the 409A Suspension Period. Thereafter, the Employee shall receive any remaining payments and benefits due under this Agreement as applicable (as if there had not been any 409A Suspension Period beforehand). To the extent not otherwise specified in this Agreement, all (i) reimbursements and (ii) in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that any reimbursement is for expenses incurred during the Employee's lifetime (or during a shorter period of time specified in this Agreement); the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; the reimbursement of an eligible expense will be made no representations that later than the Restricted Stock Units shall last day of the calendar year following the year in which the expense is incurred; and the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, however, in no event will the Company be liable to the Employee if this Agreement or any compensation payable hereunder fails to be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Code.

Code Section 409A. The Restricted Stock Unit provisions in this Section 7 shall apply if the Participant is subject to taxation in the United States. 7.1 To the extent the Performance RSUs constitute "nonqualified deferred compensation" that is subject to Code Section 409A ("NQ Deferred Compensation"), any Performance RSUs that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a "separation from service" within the meaning of Code Section 409A and (ii) if the Participant is a "specified employee" within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Performance RSUs shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 7.2 This Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in qualify for an exemption from or comply with Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). 409A. Notwithstanding any other provision in this Agreement or and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units Performance RSUs granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units Performance RSUs shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock UnitsPerformance RSUs. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. . 7.3 If this Award fails to satisfy the requirements vesting of the short-term deferral rule and Performance RSUs is otherwise not exempt fromaccelerated in connection with a Change of Control, the Performance RSUs are considered NQ Deferred Compensation, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is Change of Control does not constitute a “Specified Employee” ("change in control event," within the meaning set forth Code Section 409A(a)(2)(B)(i)) of the U.S. Treasury Regulations, then the cash equivalent of the Performance RSUs as of the date of the Participant’s separation from service (within Change in Control shall be paid on the meaning earliest of Treasury Regulation Section 1.409A-1(h))the applicable Vesting Date, then the issuance of any shares that would otherwise be made upon the date of the separation from service Participant’s death or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary Participant’s Active Status terminates due to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Disability.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this This Agreement and the Plan monies and benefits provided hereunder are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for an exemption from or comply with Code Section 409A; , where applicable, provided, however, that if this Agreement and the Company makes no representations that the Restricted Stock Units shall be exempt from or monies and benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Unitsextent applicable thereto. Nothing in Notwithstanding any provision of this Agreement or to the Plan contrary, this Agreement shall provide a basis for any person to take action against be interpreted and construed consistent with this intent, provided that the Company or shall not be required to assume any affiliate based on matters covered by increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, including the tax treatment Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, or local law. Neither the Company nor its directors, officers, employees or advisers shall be liable to the Executive (or any amount other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of monies or benefits paid or payable or Award made under this Agreement, and neither the Company nor shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any of its affiliates shall under any circumstances have any liability taxes pursuant to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under 409A. With respect to the payments provided by Section 2(a)(v) of this Agreement. If this Award fails to satisfy , the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to Executive’s employment shall be deferred compensation subject to, Code Section 409A, and treated as terminated if the Participant termination meets the definition of “separation from service” as set forth in Treasury Regulation Section 1.409A-1(h)(l). Notwithstanding anything to the contrary contained in this Agreement, if (a) the Executive is a “Specified Employeespecified employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)1.409A-1(i), then and (b) any payment provided by this Agreement does not qualify for exemption from Code Section 409A under the issuance short-term deferral exception to deferred compensation of Treasury Regulation Section 1.409A-1(b)(4) or otherwise, then, to the extent required for compliance with Code Section 409A, any shares payments that would otherwise are not exempt from Code Section 409A shall be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in terms of this Agreement, but if and only if such delay in no event earlier than the issuance first to occur of (i) the first day of the shares is necessary to avoid seventh month following the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).Executive’s termination of

Code Section 409A. The (i) For U.S. taxpayers, notwithstanding anything to the contrary in this Agreement, no settlement of Restricted Stock Unit Award and payments made pursuant to Units or other payment under this Agreement that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of Recipient’s termination of employment shall be made to Recipient unless Recipient’s termination of employment constitutes a “Separation from Service” (within the Plan are intended to satisfy the “short-term deferral” rule set forth in meaning of Code Section 409A and 409A); and (ii) The Company reserves the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Companyright, to the extent it the Company deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or as may be necessary to ensure that all vesting or delivery of shares of Stock provided under this Agreement are made in a manner that complies with Section 409A of the Plan so Code and the Treasury Regulations and other IRS guidance issued thereunder. It is the Company’s intention that this Agreement and the award of Restricted Stock Units, the vesting of Restricted Stock Units granted to and the Participant qualify for exemption from or settlement of vested Restricted Stock Units hereunder shall comply with Code Section 409A409A of the Code; provided, however, that the this Agreement shall be interpreted in a manner consistent with such intention. The Company makes no representations representation or covenant to ensure that the Restricted vesting and delivery of the shares of Stock Units shall be provided under this Agreement are exempt from or comply compliant with Code Section 409A of the Code and makes will have no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate Recipient or any other party if the vesting or delivery of shares of Stock under this Agreement that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any taxesaction taken by the Company with respect thereto. Recipient acknowledges that as of the Grant Date, penalties or interest imposed this Agreement (including the country-specific Appendix A, if applicable) and the Plan set forth the entire understanding between Recipient and the Company regarding the acquisition of stock in the Company under Code Section 409A for any amounts paid or payable the Plan and supersede all prior oral and written agreements on this subject. By Recipient’s electronic acceptance and the signature of the Company’s representative below, Recipient and the Company agree that the award of Restricted Stock Units is granted under and governed by the terms and conditions of this Agreement (including the country-specific Appendix A, if applicable) and the Plan. Recipient has reviewed and fully understands all provisions of this Agreement (including the country-specific Appendix A) and the Plan in their entirety, and has had an opportunity to obtain the advice of counsel prior to executing this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).\s\ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ EVP General Counsel & Secretary

Code Section 409A. The Restricted Stock Unit Award This Agreement is intended to comply, and payments made pursuant shall be administered consistently in all respects, with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and additional guidance promulgated thereunder to the extent applicable. Accordingly, Valero shall have the authority to take any action, or refrain from taking any action, with respect to this Agreement that is reasonably necessary to ensure compliance with Code Section 409A (provided that Valero shall choose the action that best preserves the value of payments and benefits provided to Participant under this Agreement that is consistent with Code Section 409A), and the Plan are intended parties agree that this Agreement shall be interpreted in a manner that is consistent with Code Section 409A. In furtherance, but not in limitation of the foregoing: (a) in no event may Participant designate, directly or indirectly, the calendar year of any payment to satisfy be made hereunder; (b) to the extent the Participant is a “short-term deferralspecified employee” rule set forth in within the meaning of Code Section 409A, payments, if any, that constitute a “deferral of compensation” under Code Section 409A and that would otherwise become due during the regulations first six months following Participant’s termination of employment shall be delayed and all such delayed payments shall be paid in full in the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or seventh month after such termination date, provided that the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but above delay shall not be required, apply to unilaterally amend or modify this Agreement and/or the Plan so any payment that the Restricted Stock Units granted to the Participant qualify for exemption is excepted from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered coverage by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of such as a payment covered by the short-term deferral rule exception described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision of this Agreement, a termination, resignation or retirement of Participant’s employment hereunder shall mean and be interpreted consistent with a “separation from service” within the meaning of Code Section 409A; (d) terms defined in this section will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any other provision hereof, Valero makes no representations or warranties and will have no liability to Participant or any other person if any provision of or payment under this Agreement is otherwise not exempt from, and therefore deemed determined to be constitute deferred compensation subject to, Code to Section 409A, and if 409A but does not satisfy the Participant is a “Specified Employee” (within the meaning set forth Code conditions of Section 409A(a)(2)(B)(i)) 409A. Executed effective as of the date first written above. by: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Senior Vice President & Chief Human Resources Officer Participant Assumptions and Calculations (for illustration purposes only): 1. Assume the Participant was granted 36,000 Performance Shares on February 23, 2021. 2. Assume the Normal Vesting Date for the second segment of these Performance Shares is January 24, 2023. On that date 12,000 Performance Shares (36,000 / 3 = 12,000) vest with respect to the two-year Performance Period ending December 31, 2022. 3. Assume the cumulative amount of dividends paid to holders of Common Stock during the eight quarters of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that Performance Period is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)$7.52 per share.

Code Section 409A. The provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Unit Units constitute “nonqualified deferred compensation” that is subject to Code Section 409A (“NQ Deferred Compensation”), any Restricted Stock Units that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Restricted Stock Units shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in qualify for an exemption from or comply with Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). 409A. Notwithstanding any other provision in this Agreement or and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the shortGlobal Leadership RSU Agreement 402604255-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).v3\NA_DMS6653188-v3\GESDMS

Code Section 409A. The Restricted Stock Unit Award It is intended that all of the severance benefits and other payments made payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For all purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such payments shall not be provided to you prior to the earliest of (i) the first date following expiration of the six-month period following the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Agreement Paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the Plan applicable agreement. No interest shall be due on any amounts so deferred. If the severance benefits are intended to satisfy not covered by one or more exemptions from the “short-term deferral” rule set forth in application of Code Section 409A and the regulations of consideration and revocation period in the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Separation Agreement or the Planspans two calendar years, the Company, to Separation Agreement will become effective no earlier than the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay January 1 in the issuance of calendar year following the shares is necessary to avoid year in which the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)termination occurs.

Code Section 409A. The This award of Restricted Stock Unit Award Units is intended to be exempt from or comply with the applicable requirements of Code Section 409A and payments made pursuant to shall be administered in accordance with Code Section 409A. Notwithstanding anything in this Agreement and to the Plan are intended to satisfy contrary, if the Restricted Stock Units constitute “short-term deferraldeferred compensation” rule set forth in under Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted become vested and settled upon the Participant’s termination of employment or service, payment with respect to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to delayed for a period of six months after the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment Participant’s termination of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and employment if the Participant is a “Specified Employeespecified employee” (within the meaning set forth as defined under Code Section 409A(a)(2)(B)(i)409A (as determined by the Committee) as and if required pursuant to Code Section 409A. If payment is delayed, the shares of Stock of the Company and accrued cash dividend equivalents shall be distributed within 30 days after the date that is the six-month anniversary of the Participant’s separation from service (within termination of employment or service. If the meaning of Treasury Regulation Section 1.409A-1(h))Participant dies during the six-month delay, then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter of Stock and accrued cash dividend equivalents shall be distributed in accordance with the original vesting Participant’s will or under the applicable laws of descent and issuance schedule set forth distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Restricted Stock Units may only be made in this Agreementa manner and upon an event permitted by Code Section 409A, but if and all payments to be made upon a termination of employment or service hereunder may only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation be made upon a “separation from service” as defined under Code Section 409A, if required pursuant to Code Section 409A. Each installment To the extent that any provision of shares that vests this Agreement would cause a conflict with the requirements of Code Section 409A, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of Code Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. If the Restricted Stock Units constitute “deferred compensation” under Code Section 409A and payment is subject to the execution of a “separate payment” for purposes of Treasury Regulation Release, and if such payment could be made in more than one taxable year, payment shall be made in the later taxable year, if required by Code Section 1.409A-2(b)(2).409A.

Code Section 409A. The Restricted Stock Unit provisions in this Section 7 shall apply if the Participant is subject to taxation in the United States. 7.1 To the extent the Performance RSUs constitute “nonqualified deferred compensation” that is subject to Code Section 409A (“NQ Deferred Compensation”), any Performance RSUs that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Performance RSUs shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 7.2 This Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in qualify for an exemption from or comply with Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). 409A. Notwithstanding any other provision in this Agreement or and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units Performance RSUs granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units Performance RSUs shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock UnitsPerformance RSUs. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Code Section 409A. The If the Participant is a “specified employee,” within the meaning of Section 409A of the Code and the U.S. Treasury Regulations promulgated thereunder (collectively, “Section 409A”), at the time of a separation from service, any payments made under this Agreement in connection with a separation from service shall instead be paid on the first business day following the expiration of the six (6)-month period following the Participant's separation from service if necessary to comply with Section 409A. It is the intent that the terms of the Restricted Stock Unit Award Units shall comply with the requirements of Section 409A, and payments made pursuant any ambiguities herein will be interpreted to this Agreement and so comply. The Company reserves the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Companyright, to the extent it the Company deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or payouts provided under this Agreement are made in a manner that complies with Section 409A or to mitigate any additional tax, interest and/or the Plan so penalties or other adverse tax consequences that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code may apply under Section 409A409A if compliance is not practical; provided, however, that nothing in this paragraph 15 creates an obligation on the part of the Company to modify the terms of this Agreement or the Plan, and the Company makes no representations representation that the terms of the Restricted Stock Units shall be exempt from or provided under this Agreement will comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to or that payments under the Restricted Stock Units. Nothing in this Agreement Units will not be subject to taxes, interest and penalties or the Plan other adverse tax consequences under Section 409A. In no event whatsoever shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability be liable to any Participant or his or her estate or any other party for any taxesadditional tax, interest or penalties or interest that may be imposed under Code on the Participant by Section 409A or any damages for any amounts paid or payable under this Agreement. If this Award fails failing to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code comply with Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).409A.

Code Section 409A. (i) The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan Options are intended to satisfy be exempt from the “short-term deferral” rule set forth in requirements of Code Section 409A and will be construed and interpreted in accordance with such intent. To the regulations of extent that the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement Options, or the Plansettlement or deferral thereof, the Company, are subject to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid Options will be paid, settled or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy deferred in a manner that will meet the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if such that the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h))payment, then the issuance of any shares that would otherwise be made upon the date of the separation from service settlement or within the first six months thereafter deferral will not be made on subject to the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation additional tax or interest applicable under Code Section 409A. Each installment The Administrator shall have the authority to make such modifications or adjustments to the Options or the terms of shares this Agreement only to the extent necessary to effectuate the foregoing and in doing so, will endeavor to minimize any adverse economic impact to the Plan Beneficiaries to the maximum extent practicable. (ii) Participant acknowledges that vests under Code Section 409A, an Option that is granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “separate paymentdiscount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Notwithstanding clause (i) of this Section 11(b), Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of an Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that an Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for purposes of Treasury Regulation Section 1.409A-2(b)(2)Participant’s costs related to such a determination.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to (a) To the extent applicable, this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth shall be interpreted in accordance with Code Section 409A and the Department of Treasury regulations of the United States Treasury Department and other interpretive guidance issued thereunder (from time to time collectively referred to as “Treasury RegulationsSection 409A”). Notwithstanding any other provision in of this Agreement to the contrary, if the Company determines that any compensation or benefits, including without limitation the amounts payable under Section 2.2 hereof, may be or become subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Plan, the Company, to the extent it deems Company determines are necessary or advisable in its sole discretionappropriate to avoid the imposition of taxes under Section 409A, reserves including without limitation, actions intended to (i) exempt the rightpayments and benefits from Section 409A, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or (ii) comply with Code the requirements of Section 409A; provided, however, that this Section 5.2(a) shall not create an obligation on the part of the Company makes no representations to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. Notwithstanding anything herein to the contrary, ▇▇▇▇ expressly agrees and acknowledges that in the Restricted Stock Units shall be exempt from or comply with Code event that any taxes are imposed under Section 409A and makes no undertaking with respect to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement any payments or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made benefits under this Agreement, the payment of such taxes shall be solely ▇▇▇▇’▇ responsibility, and neither the Company nor any of its affiliates shall under any circumstances have any no liability to any Participant or his or her estate or any other party for any such taxes. (b) If ▇▇▇▇ is a “specified employee” (as defined in Section 409A), penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy as determined by the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Company in accordance with Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of on the date of the Participant’s ▇▇▇▇’▇ “separation from service (service” from the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”), to the extent that the payments or benefits under this Agreement are subject to Section 409A and the delayed payment or distribution of all or any portion of such amounts to which ▇▇▇▇ is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i), then the issuance payment of any shares that would otherwise such amounts shall be made upon the date of the separation from service delayed and such portion delayed pursuant to this Section 5.2(b) shall be paid or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued distributed to ▇▇▇▇ in a lump sum on the earlier of (i) the date that is six months (6)-months and one day after following ▇▇▇▇’▇ Separation from Service, (ii) the date of ▇▇▇▇’▇ death or (iii) the separation earliest date as is permitted under Section 409A (the “Six Month Delay”). Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A, ▇▇▇▇ shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to ▇▇▇▇ under this Agreement that are payable upon ▇▇▇▇’▇ termination of employment until ▇▇▇▇ would be considered to have incurred a Separation from serviceService from the Company. In addition, with for purposes of this Agreement, each amount to be paid or benefit to be provided to ▇▇▇▇ pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A and any payments described herein that are due within the balance “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing, any right to a series of installment payments pursuant to this Agreement shall be treated as a right to a series of separate payments. Specifically, to the extent the provisions of Treasury Regulation Section 1.409A-1(b)(9) are applicable to any individual installment payment that becomes payable under this Agreement, the portion of the shares issued thereafter such payment that is less than the limit prescribed under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (or any successor provision) shall, to the extent permitted by Section 409A, be payable to ▇▇▇▇ in the manner prescribed herein without regard to the Six Month Delay. (d) To the extent that any payments or reimbursements provided to ▇▇▇▇ under this Agreement are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such payments or reimbursements shall be made or provided in accordance with the original vesting and issuance schedule set forth requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, but if and only if such delay (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the issuance reimbursement of an eligible expense will be made on or before the last day of the shares calendar year following the year in which the expense is necessary incurred, and (iv) the right to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests reimbursement is a “separate payment” not subject to liquidation or exchange for purposes of Treasury Regulation Section 1.409A-2(b)(2)another benefit.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Share Units are accelerated in connection with and on account of Participant’s termination of employment or other service, such accelerated Restricted Share Units will not be payable until and unless Participant has a “separation from service” within the Plan are intended to satisfy the “short-term deferral” rule set forth in Code meaning of Section 409A and the regulations of the United States Treasury Department issued thereunder Code (“Treasury RegulationsSection 409A”). Notwithstanding any other provision Further, and notwithstanding anything in the Plan or this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretioncontrary, reserves if any such accelerated Restricted Share Units would otherwise become payable upon a “separation from service” within the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment meaning of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the (a) Participant is a “Specified Employeespecified employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h))409A at the time of such “separation from service” within the meaning of Section 409A (other than due to Participant’s death) and (b) the payment of all or a portion of such accelerated Restricted Share Units would result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s “separation from service” within the meaning of Section 409A, then the issuance payment of any shares the portion of such accelerated Restricted Share Units that would otherwise be made upon result in the date of the separation from service or within the first six months thereafter additional tax imposition will not be made on the originally scheduled dates and will instead be issued in a lump sum on until the date that is six (6) months and one (1) day after following the date of the Participant’s “separation from service” within the meaning of Section 409A, unless Participant dies following his or her Termination Date, in which case the Restricted Share Units will be paid in Shares to Participant’s estate as soon as practicable following his or her death (and in all cases within ninety (90) days of Participant’s death). It is the intent of this Agreement to comply with the balance requirements of Section 409A so that none of the shares issued thereafter in accordance with Restricted Share Units provided under this Agreement or Shares issuable thereunder will be subject to the original vesting additional tax imposed under Section 409A, and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary any ambiguities herein will be interpreted to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)so comply.

Code Section 409A. The Restricted Stock Unit Award This Agreement is intended to comply with the provisions of ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code and payments made pursuant to the rules and regulations promulgated thereunder (collectively, “Code Section 409A”), and this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the CompanyProgram shall, to the extent it deems necessary or advisable practicable, be construed in accordance therewith. To the extent there is any ambiguity in this Agreement as to its compliance with Code Section 409A, this Agreement shall be read to conform with the requirements of Code Section 409A, and the Company may, in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify replace this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or cause this Agreement to comply with Code Section 409A; provided409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any consideration provided under this Agreement except to the extent specifically permitted or required by Code Section 409A. Terms defined in this Agreement and the Program shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, however, that the Company makes no representations that the Restricted Stock Units or warranty and shall be exempt from have no liability to Executive or comply with any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails but not to satisfy the requirements conditions of that section. In the short-term deferral rule and event a payment under this Agreement is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” made within six (within the meaning set forth Code Section 409A(a)(2)(B)(i)6) as of months following the date of the ParticipantExecutive’s separation from service (within the meaning of Treasury Regulation Code Section 1.409A-1(h)409A), then the issuance of any shares that would otherwise following additional payment timing rule shall apply: (i) if Executive is determined by the Company to be made upon the date of the separation from service or a “specified employee” (within the first six months thereafter will not meaning of Code Section 409A, determined using the identification methodology selected by the Company from time to time), and (ii) the Company shall make a good faith determination that an amount payable to Executive hereunder constitutes deferred compensation (within the meaning of Code Section 409A) the payment of which is required to be made on delayed pursuant to the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule six-month delay rule set forth in this Agreement, but if and only if such delay Code Section 409A in the issuance of the shares is necessary order to avoid the imposition of taxation taxes or penalties under Code Section 409A. Each installment 409A, then nothing in this Agreement shall require the Company to pay or authorize payment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)such amount on the otherwise scheduled payment date pursuant to this Agreement but the Company shall instead pay it or authorize payment without interest, on the first business day after such six-month period, or if earlier, upon the Executive’s death.

Code Section 409A. The Restricted Stock Unit Award and payments Payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code be exempt from, or to otherwise comply with, Section 409A of the Code and the Treasury regulations of the United States Treasury Department and guidance issued thereunder (collectively, “Treasury RegulationsCode Section 409A”). Notwithstanding Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 25 will apply in order that the Awarded Units, and related dividend equivalents and any other provision in this Agreement related rights, will be exempt from or the Planotherwise comply with Code Section 409A. In addition, the CompanyCompany and the Committee reserve the right, to the extent it the Company or the Committee deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan and/or this Agreement and/or the Plan so to ensure that the Restricted Stock Units granted to the Participant qualify for exemption all Awarded Units, and related dividend equivalents and any other related rights, are exempt from or comply otherwise comply, and in operation comply, with Code Section 409A; provided409A (including, howeverwithout limitation, that the avoidance of penalties thereunder). Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Restricted Stock Units shall Awarded Units, and related dividend equivalents and any other related rights, will be exempt from or comply with avoid any penalties that may apply under Code Section 409A and 409A, makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement Awarded Units and related dividend equivalents and any other related rights, and will not indemnify or provide a gross up payment to a Participant (or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party Participant’s beneficiary) for any taxes, interest or penalties or interest imposed under Code Section 409A. The settlement of Awarded Units that constitute nonqualified deferred compensation within the meaning of Code Section 409A for (“409A Awarded Units”) may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate the vesting of 409A Awarded Units, without changing the settlement terms of such 409A Awarded Units. In the case of any amounts paid or payable under settlement of 409A Awarded Units during a specified period following any date triggering a right to settlement, the Participant shall have no influence on any determination as to the tax year in which the settlement will be made. Notwithstanding any other provision in this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employeespecified employee” (within the meaning set forth for purposes of Code Section 409A(a)(2)(B)(i)) 409A as of the date of the Participant’s separation from service Termination of Service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Treasury Regulation Code Section 1.409A-1(h))409A, then the issuance of any shares that would otherwise be made (ii) is payable upon the date Participant’s Termination of Service for a reason other than death, and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the separation from service or within Participant’s Termination of Service, such payment shall be delayed and paid to the first six months thereafter will not be made Participant on the originally scheduled dates and will instead be issued in a lump sum on the date day that is six months and one day after following the date Participant’s Termination of Service or, if earlier, within ninety (90) days following the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Participant’s death.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to Notwithstanding any provision of this Agreement to the contrary, in the event that any delivery of Shares to the Participant is made upon, or as a result of the Participant’s termination of employment (other than as a result of death), and the Plan are intended Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to satisfy delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of employment (the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury RegulationsDelay Period”). Notwithstanding any other provision in For purposes of this Agreement or the Plan, the CompanyAgreement, to the extent it deems necessary the Performance Share Units (or advisable equivalent units received following a Change in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted Control) are subject to the Participant qualify for exemption from or comply with Code provision of Section 409A; provided, howeverthe terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that the Company makes no representations that the Restricted Stock constitutes a “separation from service” under Section 409A. Performance Share Units shall are generally intended to be exempt from or comply with Code Section 409A and makes no undertaking as short-term deferrals and, accordingly, the terms of this Agreement shall be construed to preclude Code Section 409A from applying preserve such exemption. To the extent that Performance Share Units granted under this Agreement are subject to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code requirements of Section 409A, including this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be subject to tax treatment of any amount paid or payable or Award made under this Agreement, and neither Section 409A. Neither the Company nor any of its affiliates Subsidiaries shall under any circumstances have any liability be liable to any Participant or his or her estate (or any other party individual claiming a benefit through the Participant) for any taxestax, interest, or penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements Participant might owe as a result of participation in the short-term deferral rule and is otherwise not exempt fromPlan, and therefore deemed the Company and its Subsidiaries shall have no obligation to be deferred compensation subject to, Code indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would unless otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)specified. 9.

Code Section 409A. The Restricted Stock Unit Award This Agreement is intended to comply, and payments made pursuant shall be administered consistently in all respects, with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and additional guidance promulgated thereunder to the extent applicable. Accordingly, Valero shall have the authority to take any action, or refrain from taking any action, with respect to this Agreement that is reasonably necessary to ensure compliance with Code Section 409A (provided that Valero shall choose the action that best preserves the value of payments and benefits provided to Participant under this Agreement that is consistent with Code Section 409A), and the Plan are intended parties agree that this Agreement shall be interpreted in a manner that is consistent with Code Section 409A. In furtherance, but not in limitation of the foregoing: (a) in no event may Participant designate, directly or indirectly, the calendar year of any payment to satisfy be made hereunder; (b) to the extent the Participant is a “short-term deferralspecified employee” rule set forth in within the meaning of Code Section 409A, payments, if any, that constitute a “deferral of compensation” under Code Section 409A and that would otherwise become due during the regulations first six months following Participant’s termination of employment shall be delayed and all such delayed payments shall be paid in full in the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or seventh month after such termination date, provided that the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but above delay shall not be required, apply to unilaterally amend or modify this Agreement and/or the Plan so any payment that the Restricted Stock Units granted to the Participant qualify for exemption is excepted from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered coverage by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of such as a payment covered by the short-term deferral rule exception described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision of this Agreement, a termination, resignation or retirement of Participant’s employment hereunder shall mean and be interpreted consistent with a “separation from service” within the meaning of Code Section 409A; (d) terms defined in this section will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any other provision hereof, Valero makes no representations or warranties and will have no liability to Participant or any other person if any provision of or payment under this Agreement is otherwise not exempt from, and therefore deemed determined to be constitute deferred compensation subject to, Code to Section 409A, and if 409A but does not satisfy the Participant is a “Specified Employee” (within the meaning set forth Code conditions of Section 409A(a)(2)(B)(i)) 409A. Executed effective as of the date first written above. Senior Vice President-Human Resources & Administration [name], Participant Assumptions and Calculations (for illustration purposes only): 1. Assume the Participant was granted 12,000 Performance Shares on October 31, 2019. 2. Assume the Normal Vesting Date for the second segment of these Performance Shares is January 22, 2022. On that date 4,000 Performance Shares (12,000 / 3 = 4,000) vest with respect to the Participant’s separation from service two-year Performance Period ending December 31, 2021. 3. Assume the cumulative amount of dividends paid to holders of Common Stock during the Performance Period is $7.20 per share (within the meaning of Treasury Regulation Section 1.409A-1(hdetermined as follows)). dividends paid in 1Q20 $0.90 2Q20 $0.90 3Q20 $0.90 4Q20 $0.90 1Q21 $0.90 2Q21 $0.90 3Q21 $0.90 4Q21 $0.90 $7.20 per share 4. The “Target Dividend Equivalent Value” is $28,800 (4,000 Performance Shares vesting, then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2multiplied by $7.20 accumulated dividends per share).

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to (a) To the extent applicable, this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth shall be interpreted in Code accordance with Section 409A and the regulations of the United States Code and Department of Treasury Department regulations and other interpretive guidance issued thereunder thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Treasury RegulationsSection 409A”). Notwithstanding any other provision of this Agreement to the contrary, in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Plan, the Company, to the extent it deems Company determines are necessary or advisable in its sole discretionUS-DOCS\105699324.4 appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, reserves including without limitation actions intended to (i) exempt the right, but shall not be required, to unilaterally amend or modify compensation and benefits payable under this Agreement from Section 409A, and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or (ii) comply with Code the requirements of Section 409A; , provided, however, that this Section 11 does not, and shall not be construed so as to, create any obligation on the part of the Company makes no representations that the Restricted Stock Units shall be exempt from to adopt any such amendments, policies or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement procedures or the Plan shall provide a basis for any person to take action against any other such actions. In no event shall the Company Company, its affiliates or any affiliate based on matters covered by Code Section 409Aof their respective officers, including the tax treatment of any amount paid directors or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party advisors be liable for any taxes, interest or penalties or interest imposed under Code Section 409A for or any amounts paid corresponding provision of state or payable local law. (b) Any right under this Agreement to a series of installment payments shall be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in this Agreement. If this Award fails , no compensation or benefits shall be paid to satisfy Employee during the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a six (6)-month period following Employee’s “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service service” with the Company (within the meaning of Section 409A) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Employee’s death), the Company shall pay Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Employee during such period (without interest). (c) To the extent any reimbursements or in-kind benefits due to Employee under this Agreement constitute “deferred compensation” to which Treasury Regulation Section 1.409A-1(h))1.409A-3(i)(1)(iv) would apply, then any such reimbursements or in-kind benefits shall be paid or reimbursed reasonably promptly, but in no event later than December 31st of the issuance year following the year in which the expense was incurred. The amount of any shares such payments eligible for reimbursement in one year shall not affect the payments or expenses that would otherwise be made upon the date are eligible for payment or reimbursement in any other taxable year, and Employee’s right to such payments or reimbursements of the separation from service or within the first six months thereafter will any such expenses shall not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary subject to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” liquidation or exchange for purposes of Treasury Regulation Section 1.409A-2(b)(2)any other benefit.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, Committee shall to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, applicable interpret and construe this Award to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that and to the Company makes no representations that the Restricted Stock Units extent required a Change in Control shall be exempt from limited to a Change in Control that complies with Code Section 409A. The Committee may interpret or amend this Award to comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to without the Restricted Stock UnitsGrantee’s consent even if such amendment would have an adverse effect on this Award. Nothing in this Agreement or To the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by extent required under Code Section 409A, including in the tax treatment case of any amount paid or payable or Award Grantee who is specified employee, a distribution on account of a separation from service may not be made under this Agreementbefore the date which is six months after the date of the Grantee’s separation from service (or, if earlier, the date of the Grantee’s death). For purposes of the foregoing and to the extent required by Code Section Restricted Stock Agreement - Employees 409A with respect to an Award, the terms “separation from service” and “specified employee” all shall be defined in the same manner as those terms are defined for purposes of Section 409A of the Code, and neither the Company nor limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of its affiliates Section 409A of the Code that are applicable to the Award as determined by the Committee. Furthermore, to the extent required under Code Section 409A, none of the Company, the Committee or Board shall under any circumstances have any liability discretion otherwise provided in the Plan or herein to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed the extent such discretion is prohibited under Code Section 409A for compliance with Code Section 409A with respect to deferred compensation including, without limitation, any amounts paid discretion to accelerate or payable substitute as permitted under this Agreementthe Plan or determine an event is or is not a Change in Control. If Notwithstanding the foregoing, none of the Company, any Affiliate or any officer, director, employee, shareholder or any agent of any of them guarantees or is responsible for the tax consequences to a Grantee with respect to this Award fails to satisfy under the requirements Plan and the administration of the short-term deferral rule and is otherwise not exempt fromPlan, and therefore deemed to be deferred compensation subject toincluding without limitation, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service excise or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation penalty tax or interest under Code Section 409A. Each installment Grantee is advised to consult Grantee’s tax advisor with respect to this Award and the tax consequences of shares that vests is a “separate payment” for purposes this Award of Treasury Regulation Section 1.409A-2(b)(2)RSUs and any payments hereunder.

Code Section 409A. The Restricted Stock Unit Award (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and payments made pursuant Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Plan Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to satisfy (i) exempt the “short-term deferral” rule set forth in Code compensation and benefits payable under this Agreement from Section 409A and the regulations of the United States Treasury Department issued thereunder Code, and/or (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or ii) comply with the requirements of Section 409A of the Code Section 409Aand related Department of Treasury guidance; provided, however, that this Section 8(a) shall not create an obligation on the part of the Company makes no representations that to adopt any such amendment, policy or procedure or take any such other action, nor shall the Restricted Stock Units shall Company have any liability for failing to do so. Any right to a series of installment payments pursuant to this Agreement is to be exempt from or comply with Code treated as a right to a series of separate payments. To the extent permitted under Section 409A and makes no undertaking to preclude Code Section 409A from applying to of the Restricted Stock Units. Nothing in Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Plan shall provide a basis for any person Code and Section 4(d) hereof to take action against the Company extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any affiliate based on matters covered by Code other applicable exception or provision of Section 409A, including 409A of the tax treatment of any amount paid or payable or Award made under Code. (b) Notwithstanding anything to the contrary in this Agreement, and neither no compensation or benefits, including without limitation any payments under Section 2 above, shall be paid to Executive during the 6-month period following Executive’s Separation from Service if the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant determines that Executive is a “Specified Employeespecified employee” (within at the meaning set forth Code Section 409A(a)(2)(B)(i)) as time of the date of the Participant’s separation such Separation from service Service (within the meaning of Section 409A) and paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such 6-month period, (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Executive’s death), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such 6-month period, without interest thereon. (c) To the extent that any payments or reimbursements provided to Executive hereunder, including without limitation any reimbursements made in accordance with Section 6 above (but excluding any reimbursements made in accordance with Sections 2 and 5 above, which reimbursements shall be provided in accordance with such Sections), are deemed to constitute compensation to Executive to which Treasury Regulation Section 1.409A-1(h))1.409A-3(i)(1)(iv) would apply, then such amounts shall be paid or reimbursed to Executive reasonably promptly, but in no event later than December 31st of the issuance year following the year in which the expense was incurred. The amount of any shares such payments eligible for reimbursement in one year shall not affect the payments or expenses that would otherwise are eligible for payment or reimbursement in any other taxable year, and Executive’s right to such payments or reimbursement of any such expenses shall not be made upon subject to liquidation or exchange for any other benefit. (d) For the date avoidance of the separation from service doubt, any amount payable under this Agreement, within a period following Executive’s termination of employment or within the first six months thereafter will not other event, shall be made on a date during such period as determined by the originally scheduled dates and will instead be issued Company in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)its sole discretion.

Code Section 409A. The Restricted Stock Unit Award (a) To the extent applicable, this Letter shall be interpreted and payments made pursuant to this Agreement applied consistent and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code accordance with Section 409A and the regulations of the United States Code and Department of Treasury Department regulations and other interpretive guidance issued thereunder (“Treasury Regulations”)thereunder. Notwithstanding any other provision in of this Agreement Letter to the contrary, if the Company determines that any compensation or benefits payable under this Letter may not be either exempt from or compliant with Section 409A of the PlanCode and related Department of Treasury guidance, the Company, to the extent it deems necessary or advisable Company may in its sole discretiondiscretion adopt such amendments to this Letter or adopt other policies and procedures (including amendments, reserves the rightpolicies and procedures with retroactive effect), but shall not be requiredor take any other actions, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted Company determines are necessary or appropriate to (i) exempt the Participant qualify for exemption compensation and benefits payable under this Letter from Section 409A of the Code and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A of the Code Section 409Aand related Department of Treasury guidance; provided, however, that this Section 13(a) does not create an obligation on the part of the Company makes to adopt any such amendment, policy or procedure or take any such other action and no representations that such amendment, policy, procedure or action shall reduce, or delay by more than six (6) months, the Restricted Stock Units shall be exempt from or comply with Code amounts due to you under this letter. (b) To the extent permitted under Section 409A and makes no undertaking of the Code, any separate payment or benefit under this Letter or otherwise shall not be deemed “nonqualified deferred compensation” subject to preclude Code Section 409A from applying of the Code and Section 10(c) hereof to the Restricted Stock Units. Nothing extent provided in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code exceptions in Treasury Regulation Section 409A1.409A-1(b)(4), including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate Section 1.409A-1(b)(9) or any other party for any taxes, penalties applicable exception or interest imposed under Code provision of Section 409A for of the Code. (c) To the extent that any amounts paid payments or payable reimbursements provided to you under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore Letter are deemed to be deferred constitute compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of to which Treasury Regulation Section 1.409A-1(h))1.409A-3(i)(1)(iv) would apply, then such amounts shall be paid or reimbursed to you reasonably promptly, but not later than December 31 of the issuance year following the year in which the expense was incurred. The amounts of any shares such payments eligible for reimbursement in one year shall not affect the payments or expenses that would otherwise be made upon the date of the separation from service are eligible for payment or within the first six months thereafter will reimbursement in any other taxable year, and your right to such payments or reimbursement shall not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary subject to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” liquidation or exchange for purposes of Treasury Regulation Section 1.409A-2(b)(2)any other benefit.

Code Section 409A. The Restricted Stock Unit Award It is intended that all of the benefits and payments made pursuant to under this Agreement and satisfy, to the Plan are intended to satisfy greatest extent possible, the “short-term deferral” rule set forth in exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”1.409A-1(b)(9). Notwithstanding any other provision in , and this Agreement or the Plan, the Company, will be construed to the greatest extent it deems necessary or advisable in its sole discretionpossible as consistent with those provisions. If not so exempt, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so (and any definitions hereunder) will be construed in a manner that the Restricted Stock Units granted to the Participant qualify for exemption from or comply complies with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Participant is Company at the time of your Separation from Service to be a “Specified Employeespecified employee” (within the meaning set forth for purposes of Code Section 409A(a)(2)(B)(i)) as , and if any of the date payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, the timing of the Participant’s separation payments upon a Separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise Service will be made upon the date of the separation from service or within the first six months thereafter will not be made delayed as follows: on the originally scheduled dates and will instead be issued in a lump sum on earlier to occur of (i) the date that is six months and one day after the effective date of your Separation from Service, and (ii) the date of the separation your death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to you a lump sum amount equal to the sum of the payments upon Separation from serviceService that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, with and (B) commence paying the balance of the shares issued thereafter payments in accordance with the original vesting and issuance schedule applicable payment schedules set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)above. No interest will be due on any amounts so deferred.

Code Section 409A. The Restricted Stock Unit Award (a) Neither the Offer Letter nor this Addendum is intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Section 1(a) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following your first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A of the Code and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, the Offer Letter and this Addendum shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made pursuant to under this Agreement and Addendum is hereby designated as a series of “separate payments” within the Plan are intended to satisfy the “short-term deferral” rule set forth in Code meaning of Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”)Code. Notwithstanding any other provision in For purposes of this Agreement or the Plan, the CompanyAddendum, to the extent it deems necessary or advisable in its sole discretion, reserves required to ensure the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be payments hereunder are exempt from or comply with Code Section 409A and makes no undertaking of the Code, all references to preclude Code your “termination of employment” shall mean your “separation from service” as defined in Treasury Regulation Section 1.409-A-1(h) (“Separation from Service”). (b) If you are a “specified employee” (as defined in Section 409A from applying to of the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against Code), as determined by the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code in accordance with Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt fromCode, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of on the date of your Separation from Service, to the Participant’s separation from service (within extent that the meaning payments or benefits under this Agreement are subject to Section 409A of Treasury Regulation the Code and the delayed payment or distribution of all or any portion of such amounts to which you are entitled under this Addendum is required in order to avoid a prohibited distribution under Section 1.409A-1(h))409A(a)(2)(B)(i) of the Code, then the issuance of any shares that would otherwise such portion deferred pursuant to this Section 2(b) shall be made upon the date of the separation from service paid or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued distributed to you in a lump sum on the earlier of (i) the date that is six months and one day after (6)-months following your Separation from Service, (ii) the date of your death or (iii) the separation from service, with the balance earliest date as is permitted under Section 409A of the shares issued thereafter Code. Any remaining payments due under the Addendum shall be paid as otherwise provided herein. (c) To the extent applicable, the Offer Letter and this Addendum shall be interpreted in accordance with the original vesting applicable exemptions from Section 409A of the Code. If you and issuance schedule the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, you and the Company agree to amend this Addendum, or take such other actions as you and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in the Offer Letter or this Addendum is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Addendum shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (d) Any reimbursement of expenses or in-kind benefits payable under the Offer Letter or this Addendum shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of your taxable year following the taxable year in which you incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of yours shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of yours, and your right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. (e) In the event that the amounts payable under Section 1(a) are subject to Section 409A of the Code and the timing of the delivery of your Release could cause such amounts to be paid in one or another taxable year, then notwithstanding the payment timing set forth in this Agreementsuch sections, but if and only if such delay amounts shall not be payable until the later of (i) the payment date specified in such section or (ii) the issuance first business day of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)taxable year following your Separation from Service.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or to the Plancontrary, if and to the Companyextent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Company that such benefits will, to the extent it deems necessary practicable, comply with, or advisable in its sole discretionbe exempt from, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, howeverand this Agreement will, that to the Company makes no representations that extent practicable, be construed in accordance therewith. To the Restricted Stock Units shall be exempt from or comply with maximum extent permitted under Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in its corresponding regulations, Severance Payments under this Agreement or the Plan shall provide a basis for any person are intended to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy meet the requirements of the short-term deferral rule exemption under Code Section 409A and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), each payment in a series of payments to the Executive will be deemed a separate payment. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply will not be permitted unless such deferrals follow Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise not exempt fromand Executive is determined to be a “specified employee” (as defined under Code Section 409A), and therefore any payment that is deemed to be deferred compensation subject to, under Code Section 409A, and if 409A to be made to the Participant is Executive upon a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of separation from service may not be made before the date of the Participantthat is six (6) months after Executive’s separation from service (within or death, if earlier). To the meaning of Treasury Regulation Section 1.409A-1(h))extent that Executive becomes subject to the six (6)-month delay rule, then the issuance of any shares all payments that would otherwise be have been made upon to Executive during the date of the six (6) months following her separation from service or within that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to Executive during the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the seventh (7th) month following his separation from service, with and any remaining payments due will be made in their ordinary course as described in this Agreement. For the balance purposes herein, the phrase “termination of the shares issued thereafter employment” or similar phrases will be interpreted in accordance with the original vesting term “separation from service” as defined under Code Section 409A if and issuance schedule set forth to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, but then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A if and only if such delay to the extent required. Further, in the issuance of the shares is necessary event that this Agreement or any benefit thereunder will be deemed not to avoid the imposition of taxation under comply with Code Section 409A. Each installment of shares that vests is a “separate payment” 409A, then neither the Company, the Board, STRM, the Committee nor its or their affiliates designees or agents will be liable to any participant or other person for purposes of Treasury Regulation Section 1.409A-2(b)(2)actions, decisions or determinations made in good faith.

Code Section 409A. The Restricted Stock Unit Award This Agreement is intended to comply with the provisions of ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code and payments made pursuant to the rules and regulations promulgated thereunder (collectively, “Code Section 409A”), and this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the CompanyProgram shall, to the extent it deems necessary or advisable practicable, be construed in accordance therewith. To the extent there is any ambiguity in this Agreement as to its compliance with Code Section 409A, this Agreement shall be read to conform with the requirements of Code Section 409A, and the Company may, in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify replace this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or cause this Agreement to comply with Code Section 409A; provided409A. Neither the Company nor Participant shall have the right to accelerate or defer the delivery of any consideration provided under this Agreement except to the extent specifically permitted or required by Code Section 409A. Terms defined in this Agreement and the Program shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, however, that the Company makes no representations that the Restricted Stock Units or warranty and shall be exempt from have no liability to Participant or comply with any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails but not to satisfy the requirements conditions of that section. In the short-term deferral rule and event a payment under this Agreement is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” made within six (within the meaning set forth Code Section 409A(a)(2)(B)(i)6) as of months following the date of the Participant’s separation from service (within the meaning of Treasury Regulation Code Section 1.409A-1(h)409A), then the issuance of any shares that would otherwise following additional payment timing rule shall apply: (i) if Participant is determined by the Company to be made upon the date of the separation from service or a “specified employee” (within the first six months thereafter will not meaning of Code Section 409A, determined using the identification methodology selected by the Company from time to time), and (ii) the Company shall make a good faith determination that an amount payable to Participant hereunder constitutes deferred compensation (within the meaning of Code Section 409A) the payment of which is required to be made on delayed pursuant to the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule six-month delay rule set forth in this Agreement, but if and only if such delay Code Section 409A in the issuance of the shares is necessary order to avoid the imposition of taxation taxes or penalties under Code Section 409A. Each installment 409A, then nothing in this Agreement shall require the Company to pay or authorize payment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)such amount on the otherwise scheduled payment date pursuant to this Agreement but the Company shall instead pay it or authorize payment without interest, on the first business day after such six-month period, or if earlier, upon the Participant’s death.

Code Section 409A. The provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Unit Units constitute “nonqualified deferred compensation” that is subject to Code Section 409A, any Restricted Stock Units that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Restricted Stock Units shall be Global Key Employee RSU Agreement paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in qualify for an exemption from or comply with Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). 409A. Notwithstanding any other provision in this Agreement or and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Code Section 409A. The Restricted Stock Unit Award If the Participant is a “specified employee,” within the meaning of Section 409A of the Code and the U.S. Treasury Regulations promulgated thereunder (collectively, “Section 409A”), at the time of a separation from service, any payments made pursuant to under this Agreement and in connection with a separation from service shall instead be paid on the Plan are intended to satisfy first business day following the “short-term deferral” rule set forth in Code Section 409A and the regulations expiration of the United States Treasury Department issued thereunder six (“Treasury Regulations”)6)-month period following the Participant's separation from service if necessary to comply with Section 409A. It is the intent that the TSR Shares shall comply with the requirements of Section 409A, and any ambiguities herein will be interpreted to so comply. Notwithstanding any other provision in this Agreement or The Company reserves the Plan, the Companyright, to the extent it the Company deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or payouts provided under this Agreement are made in a manner that complies with Section 409A or to mitigate any additional tax, interest and/or the Plan so penalties or other adverse tax consequences that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code may apply under Section 409A409A if compliance is not practical; provided, however, that nothing in this paragraph 15 creates an obligation on the part of the Company to modify the terms of this Agreement or the Plan, and the Company makes no representations representation that the Restricted Stock Units shall be exempt from or terms of the TSR Shares will comply with Code Section 409A or that payments under the TSR Shares will not be subject to taxes, interest and makes penalties or other adverse tax consequences under Section 409A. In no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan event whatsoever shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability be liable to any Participant or his or her estate or any other party for any taxesadditional tax, interest or penalties or interest that may be imposed under Code on the Participant by Section 409A or any damages for any amounts paid or payable under this Agreement. If this Award fails failing to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code comply with Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)...

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this (i) This Agreement and the Plan are is not intended to satisfy the “short-term deferral” rule set forth in Code provide for any deferral of compensation subject to Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the PlanCode, and, accordingly, the Companyseverance payments payable under Sections 4(b)(ii) and 4(b)(iv) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, to and (B) the extent it deems necessary or advisable in its sole discretion, reserves fifteenth (15th) day of the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that third month following first taxable year of the Company makes in which such amounts are is no representations that the Restricted Stock Units shall be exempt from or comply longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and makes no undertaking to preclude any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A from applying to the Restricted Stock Unitsand Department of Treasury regulations and other interpretive guidance issued thereunder. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment Each series of any amount paid or payable or Award installment payments made under this Agreement, and neither the Company nor any Agreement is hereby designated as a series of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employeeseparate payments” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, to the extent any payments to Executive pursuant to Sections 4(b)(ii) or 4(b)(iv) constitute “non-qualified deferred compensation” subject to Section 409A of the Code or are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), then, to the extent required by Section 409A of the Code or to satisfy such exception, no amount shall be payable pursuant to such sections unless Executive's termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”). (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), then as determined by the issuance Company in accordance with Section 409A of any shares that would otherwise be made upon the Code, on the date of Executive’s Separation from Service, to the separation from service extent that the payments or within benefits under this Agreement constitute “non-qualified deferred compensation” subject to Section 409A of the first six months thereafter will not Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(o)(ii) shall be made on the originally scheduled dates and will instead be issued paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6) months and one day after following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the separation from service, with the balance earliest date as is permitted under Section 409A of the shares issued thereafter Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the original vesting applicable exemptions from Section 409A of the Code. If Executive and issuance schedule set forth in the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, but if or take such other actions as Executive and only if such delay in the issuance Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the shares Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is necessary ambiguous as to avoid its compliance with Section 409A of the imposition Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of taxation the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-2(b)(2)1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. The Restricted Stock Unit Award This Agreement is intended to comply, and payments made pursuant shall be administered consistently in all respects, with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and additional guidance promulgated thereunder to the extent applicable. Accordingly, Valero shall have the authority to take any action, or refrain from taking any action, with respect to this Agreement that is reasonably necessary to ensure compliance with Code Section 409A (provided that Valero shall choose the action that best preserves the value of payments and benefits provided to Participant under this Agreement that is consistent with Code Section 409A), and the Plan are intended parties agree that this Agreement shall be interpreted in a manner that is consistent with Code Section 409A. In furtherance, but not in limitation of the foregoing: (a) in no event may Participant designate, directly or indirectly, the calendar year of any payment to satisfy be made hereunder; (b) to the extent the Participant is a “short-term deferralspecified employee” rule set forth in within the meaning of Code Section 409A, payments, if any, that constitute a “deferral of compensation” under Code Section 409A and that would otherwise become due during the regulations first six months following Participant’s termination of employment shall be delayed and all such delayed payments shall be paid in full in the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or seventh month after such termination date, provided that the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but above delay shall not be required, apply to unilaterally amend or modify this Agreement and/or the Plan so any payment that the Restricted Stock Units granted to the Participant qualify for exemption is excepted from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered coverage by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of such as a payment covered by the short-term deferral rule exception described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision of this Agreement, a termination, resignation or retirement of Participant’s employment hereunder shall mean and be interpreted consistent with a “separation from service” within the meaning of Code Section 409A; (d) terms defined in this section will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any other provision hereof, Valero makes no representations or warranties and will have no liability to Participant or any other person if any provision of or payment under this Agreement is otherwise not exempt from, and therefore deemed determined to be constitute deferred compensation subject to, Code to Section 409A, and if 409A but does not satisfy the Participant is a “Specified Employee” (within the meaning set forth Code conditions of Section 409A(a)(2)(B)(i)) 409A. Executed effective as of the date first written above. by: ___________________________________ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President-Human Resources ______________________________________ Assumptions and Calculations (for illustration purposes only): 1. Assume the Participant was granted 12,000 Performance Shares on November 1, 2017. 2. Assume the Normal Vesting Date for the second segment of these Performance Shares is January 22, 2020. On that date 4,000 Performance Shares (12,000 / 3 = 4,000) vest with respect to the Participant’s separation from service two-year Performance Period ending December 31, 2019. 3. Assume the cumulative amount of dividends paid to holders of Common Stock during the Performance Period is $5.80 per share (within the meaning of Treasury Regulation Section 1.409A-1(hdetermined as follows)). dividends paid in 1Q18 $0.70 2Q18 $0.70 3Q18 $0.70 4Q18 $0.70 1Q19 $0.75 2Q19 $0.75 3Q19 $0.75 4Q19 $0.75 $5.80 per share 4. The “Target Dividend Equivalent Value” is $23,200.00 (4,000 Performance Shares vesting, then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from servicemultiplied by $5.80 accumulated dividends per share, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2equals $23,200.00).

Code Section 409A. The Restricted Stock Unit Award This Agreement shall be interpreted, construed and payments administered in a manner that satisfies the requirements of Section 409A of the Code, and any payment scheduled to be made pursuant hereunder that would otherwise violate Section 409A of the Code shall be delayed to the extent necessary for this Agreement and the Plan are intended such payment to satisfy the “short-term deferral” rule set forth in Code comply with Section 409A and the regulations of the United States Treasury Department issued thereunder Code. (“Treasury Regulations”). i) Notwithstanding any other provision anything to the contrary in this Agreement or Agreement, if at the Plan, time of Executive’s termination of employment with the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant Executive is a “Specified Employeespecified employee” (within the meaning set forth Code as defined in Section 409A(a)(2)(B)(i)) as 409A of the date Code, as determined by the Company in accordance with Section 409A of the Participant’s separation from service (within Code, and the meaning deferral of Treasury Regulation the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 1.409A-1(h))409A of the Code, then the issuance Company will defer the commencement of the payment of any shares that would otherwise be made upon such payments or benefits hereunder (without any reduction in the date of the separation from service payments or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on benefits ultimately paid or provided to Executive) until the date that is at least six (6) months and one day after following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the separation from serviceCode), with whereupon the balance of Company will pay the shares issued thereafter Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with the original vesting and issuance schedule set forth in this Agreement. (ii) Additionally, but if and only if such delay in the issuance event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the shares is Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to avoid (x) exempt the imposition compensation and benefits payable under this Agreement from Section 409A of taxation under the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A. Each installment 409A of shares that vests is a “separate payment” for purposes the Code and related Department of Treasury Regulation Section 1.409A-2(b)(2)guidance.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are This LTI Grant is intended to satisfy the “short-term deferral” rule set forth in Code be exempt from, or otherwise comply with, Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”)Code and shall be interpreted, operated and administered in a manner consistent with such intent. Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, The Company reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or at any time, without the Plan so that the Restricted Stock Units granted to consent of the Participant qualify for exemption from or comply with any other party, to avoid the application of Section 409A of the Code in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A; provided409A of the Code, however, that but the Company makes no representations that the Restricted Stock Units shall not be exempt from or comply with Code Section 409A and makes no undertaking under any obligation to preclude Code Section 409A from applying to the Restricted Stock Unitsmake any such amendment. Nothing in this the Agreement or the Plan shall provide a February 12, 2025 basis for any person to take action against the Company or any affiliate Mondelēz Group based on matters covered by Code Section 409A409A of the Code, including the tax treatment of any amount paid or payable or Award under the LTI ▇▇▇▇▇ made under this Agreementhereunder, and neither the Company nor any of its affiliates Mondelēz Group shall not under any circumstances have any liability to any Participant participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any due on amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements , including taxes, penalties or interest imposed under Section 409A of the short-term deferral rule and Code. Notwithstanding anything to the contrary in the Agreement, if the Award is otherwise not exempt from, and therefore deemed to be considered nonqualified deferred compensation subject to, to Section 409A of the Code Section 409A, (“Deferred Compensation”) and if is settled on or on a date that is by reference to the Participant’s “separation from service” and the Participant is a “Specified Employeespecified employee” (each within the meaning set forth of Section 409A of the Code Section 409A(a)(2)(B)(i)and each determined by the Company it its sole discretion) as on the date the Participant experiences a separation from service, then the Award (or applicable portion thereof) shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s separation from service (within death, to the meaning of Treasury Regulation extent such delayed payment is required in order to avoid a prohibited distribution under Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date 409A of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Code.

Code Section 409A. The Restricted Stock Unit Award PSUs and payments made pursuant to this Agreement and the Plan amounts payable thereunder are intended to satisfy the “short-term deferral” rule set forth in be exempt from or compliant with Code Section 409A and the regulations U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A or other adverse tax consequences. In furtherance of this intent, the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in provisions of this Agreement or will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Agreement and/or the Plan, without the Companyconsent of the Participant, in the manner that the Committee may determine to the extent it deems be necessary or advisable in its sole discretion, reserves the right, but shall not be required, order to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking or to preclude mitigate any additional tax, interest and/or penalties, or other adverse tax consequences that may apply under Code Section 409A from applying if compliance is not practical. This Section 10.c) does not create an obligation on the part of the Company to modify the Restricted Stock Units. Nothing in terms of this Agreement or the Plan shall and does not guarantee that the PSUs or the delivery of Shares upon vesting/settlement of the PSUs will not be subject to taxes, interest, penalties, or any other adverse tax consequences under Code Section 409A. Nothing in this Agreement will provide a basis for any person to take any action against the Company or any affiliate of its Subsidiaries or Affiliates based on matters covered by Code Section 409A, including the tax treatment of any amount amounts paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall Subsidiaries or Affiliates will have any liability under any circumstances have any liability to any the Participant or his or her estate or any other party for any taxesif the PSUs, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements delivery of Shares upon vesting/settlement of the short-term deferral rule and PSUs, or other payment or tax event hereunder that is otherwise not intended to be exempt from, and therefore deemed to be deferred compensation subject toor compliant with, Code Section 409A, and if is not so exempt or compliant, or for any action taken by the Participant Committee with respect thereto. Further, settlement of any portion of the PSUs that is a “Specified Employee” (within Deferred Compensation may not be accelerated or postponed except to the meaning set forth extent permitted by Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).409A.

Code Section 409A. The provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Unit Units constitute “nonqualified deferred compensation” that is subject to Code Section 409A (“NQ Deferred Compensation”), any Restricted Stock Units that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Restricted Stock Units shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in qualify for an exemption from or comply with Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). 409A. Notwithstanding any other provision in this Agreement or Global Key Employee RSU Agreement 402604309-v3\NA_DMS6653188-v3\GESDMS and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate of the Company based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this (i) This Agreement and the Plan are is not intended to satisfy the “short-term deferral” rule set forth in Code provide for any deferral of compensation subject to Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the PlanCode, and, accordingly, the Companyseverance payments payable under Sections 4(b)(ii) and 4(b)(iv) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, to and (B) the extent it deems necessary or advisable in its sole discretion, reserves fifteenth (15th) day of the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that third month following first taxable year of the Company makes in which such amounts are is no representations that the Restricted Stock Units shall be exempt from or comply longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and makes no undertaking to preclude any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A from applying to the Restricted Stock Unitsand Department of Treasury regulations and other interpretive guidance issued thereunder. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment Each series of any amount paid or payable or Award installment payments made under this Agreement, and neither the Company nor any Agreement is hereby designated as a series of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employeeseparate payments” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, to the extent any payments to Executive pursuant to Sections 4(b)(ii) or 4(b)(iv) constitute “non-qualified deferred compensation” subject to Section 409A of the Code or are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), then, to the extent required by Section 409A of the Code or to satisfy such exception, no amount shall be payable pursuant to such sections unless Executive's termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”). (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), then as determined by the issuance Company in accordance with Section 409A of any shares that would otherwise be made upon the Code, on the date of Executive’s Separation from Service, to the separation from service extent that the payments or within benefits under this Agreement constitute “non-qualified deferred compensation” subject to Section 409A of the first six months thereafter will not Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 10(o)(ii) shall be made on the originally scheduled dates and will instead be issued paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6) months and one day after following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the separation from service, with the balance earliest date as is permitted under Section 409A of the shares issued thereafter Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the original vesting applicable exemptions from Section 409A of the Code. If Executive and issuance schedule set forth in the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, but if or take such other actions as 16 US-DOCS\110686432.1 Executive and only if such delay in the issuance Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the shares Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is necessary ambiguous as to avoid its compliance with Section 409A of the imposition Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of taxation the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-2(b)(2)1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (i) The Restricted Stock Unit Award Agreement for any Award that the Committee reasonably determines to constitute a “nonqualified deferred compensation plan” under Section 409A of the Code (a “Section 409A Plan”), and payments the provisions of the Section 409A Plan applicable to that Award, shall be construed in a manner consistent with the applicable requirements of Section 409A of the Code, and the Committee, in its sole discretion and without the consent of any Participant, may amend any Award Agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements of Section 409A of the Code. (ii) If any Award constitutes a Section 409A Plan, then the Award shall be subject to the following additional requirements, if and to the extent required to comply with Section 409A of the Code: (A) Payments under the Section 409A Plan may be made only upon (u) the Participant’s “separation from service”, (v) the date the Participant becomes “disabled”, (w) the Participant’s death, (x) a “specified time (or pursuant to this a fixed schedule)” specified in the Award Agreement and at the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations date of the United States Treasury Department issued thereunder deferral of such compensation, (y) a “Treasury Regulations”). Notwithstanding any other provision change in this Agreement the ownership or effective control of the Plancorporation, or in the ownership of a substantial portion of the assets” of the Company, or (z) the occurrence of an “unforeseeble emergency”; (B) The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent it deems necessary provided in applicable Treasury Regulations or advisable in its sole discretion, reserves other applicable guidance issued by the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted Internal Revenue Service; (C) Any elections with respect to the Participant qualify for exemption from deferral of such compensation or the time and form of distribution of such deferred compensation shall comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of Section 409A(a)(4) of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if Code; and (D) In the case of any Participant who is a “Specified Employeespecified employee”, a distribution on account of a “separation from service” (within may not be made before the meaning set forth Code Section 409A(a)(2)(B)(i)) as of date which is six months after the date of the Participant’s “separation from service service” (within the meaning of Treasury Regulation Section 1.409A-1(h))or, then the issuance of any shares that would otherwise be made upon if earlier, the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date Participant’s death). For purposes of the separation from serviceforegoing, with the balance of terms in quotations shall have the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” same meanings as those terms have for purposes of Treasury Regulation Section 1.409A-2(b)(2)409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to the Award. (iii) Notwithstanding the foregoing, or any provision of this Plan or any Award Agreement, the Company does not make any representation to any Participant or Beneficiary that any Awards made pursuant to this Plan are exempt from, or satisfy, the requirements of, Section 409A of the Code, and the Company shall have no liability or other obligation to indemnify or hold harmless the Participant or any Beneficiary for any tax, additional tax, interest or penalties that the Participant or any Beneficiary may incur in the event that any provision of this Plan, or any Award Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A of the Code.

Code Section 409A. The Restricted Stock Unit Award This Agreement is intended to comply, and payments made pursuant shall be administered consistently in all respects, with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and additional guidance promulgated thereunder to the extent applicable. Accordingly, Valero shall have the authority to take any action, or refrain from taking any action, with respect to this Agreement that is reasonably necessary to ensure compliance with Code Section 409A (provided that Valero shall choose the action that best preserves the value of payments and benefits provided to Participant under this Agreement that is consistent with Code Section 409A), and the Plan are intended parties agree that this Agreement shall be interpreted in a manner that is consistent with Code Section 409A. In furtherance, but not in limitation of the foregoing: (a) in no event may Participant designate, directly or indirectly, the calendar year of any payment to satisfy be made hereunder; (b) to the extent the Participant is a “short-term deferralspecified employee” rule set forth in within the meaning of Code Section 409A, payments, if any, that constitute a “deferral of compensation” under Code Section 409A and that would otherwise become due during the regulations first six months following Participant’s termination of employment shall be delayed and all such delayed payments shall be paid in full in the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or seventh month after such termination date, provided that the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but above delay shall not be required, apply to unilaterally amend or modify this Agreement and/or the Plan so any payment that the Restricted Stock Units granted to the Participant qualify for exemption is excepted from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered coverage by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of such as a payment covered by the short-term deferral rule exception described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision of this Agreement, a termination, resignation or retirement of Participant’s employment hereunder shall mean and be interpreted consistent with a “separation from service” within the meaning of Code Section 409A; (d) terms defined in this section will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any other provision hereof, Valero makes no representations or warranties and will have no liability to Participant or any other person if any provision of or payment under this Agreement is otherwise not exempt from, and therefore deemed determined to be constitute deferred compensation subject to, Code to Section 409A, and if 409A but does not satisfy the Participant is a “Specified Employee” (within the meaning set forth Code conditions of Section 409A(a)(2)(B)(i)) 409A. Executed effective as of the date first written above. by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Senior Vice President & Chief Human Resources Officer , Participant Assumptions and Calculations (for illustration purposes only): 1. Assume the Participant was granted 36,000 Performance Shares on February 23, 2021. 2. Assume the Normal Vesting Date for the second segment of these Performance Shares is January 24, 2023. On that date 12,000 Performance Shares (36,000 / 3 = 12,000) vest with respect to the two-year Performance Period ending December 31, 2022. 3. Assume the cumulative amount of dividends paid to holders of Common Stock during the eight quarters of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that Performance Period is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)$7.52 per share.

Code Section 409A. The Restricted Stock Unit Award As used in this Agreement, the term “Section 409A” means Section 409A of the Internal Revenue Code of 1986 and payments made pursuant any proposed, temporary, or final Treasury Regulations and Internal Revenue Service guidance under such Section 409A, as each may be amended from time to time. Notwithstanding anything in the Plan or this Agreement to the contrary, and at any time, if the Plan are intended to satisfy the “shortthen-term deferral” rule set forth in Code Section 409A and the regulations remaining balance, or any lesser portion of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Planthen-remaining balance, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that of the Restricted Stock Units granted to are vested on an accelerated basis in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code meaning of Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreementas determined by NextG), and neither the Company nor any of its affiliates shall under any circumstances have any liability other than due to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409Adeath, and if (a) the Participant is a “Specified Employeespecified employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h))409A at the time of such termination as a Service Provider and (b) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Participant on or within the six-month time period after the Participant’s termination as a Service Provider, then the issuance payment of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter such accelerated Restricted Stock Units will not be made on the originally scheduled dates and will instead be issued in a lump sum on until the date that is six months and one day after the date on which the Participant was terminated as a Service Provider, unless the Participant dies after the Participant’s termination as a Service Provider, in which case the Restricted Stock Units will be paid in Shares to the Participant’s estate as soon as practicable after the Participant’s death. The parties intend for this Agreement to comply with the Section 409A requirements so that none of the separation from serviceRestricted Stock Units provided under this Agreement or the corresponding issuable Shares will be subject to the additional tax imposed under Section 409A, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth any ambiguities in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)Agreement will be interpreted accordingly.

Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to Notwithstanding anything in the Plan or this Agreement and to the Plan are intended to satisfy contrary, if the “short-term deferral” rule set forth in Code Section 409A and the regulations vesting of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement balance, or some lesser portion of the Planbalance, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that of the Restricted Stock Units granted to the Participant qualify for exemption from are accelerated in connection with Participant’s termination of Continuous Status as an Employee or comply with Code Section 409A; providedConsultant, however, that the Company makes no representations that the such accelerated Restricted Stock Units shall will not be exempt payable until and unless Participant has a “separation from service” within the meaning of Section 409A. Further, and notwithstanding anything in the Plan or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying this Agreement to the contrary, if any such accelerated Restricted Stock Units. Nothing in this Agreement or Units would otherwise become payable upon a “separation from service” within the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment meaning of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the (a) Participant is a “Specified Employeespecified employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h))409A at the time of such “separation from service” within the meaning of Section 409A (other than due to Participant’s death) and (b) the payment of all or a portion of such accelerated Restricted Stock Units would result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s “separation from service” within the meaning of Section 409A, then the issuance payment of any shares the portion of such accelerated Restricted Stock Units that would otherwise be made upon result in the date of the separation from service or within the first six months thereafter additional tax imposition will not be made on the originally scheduled dates and will instead be issued in a lump sum on until the date that is six (6) months and one (1) day after following the date of the Participant’s “separation from service” within the meaning of Section 409A, unless Participant dies following his or her termination of Continuous Status as an Employee or Consultant, in which case the Restricted Stock Units will be paid in Shares to Participant’s estate as soon as practicable following his or her death (and in all cases within ninety (90) days of Participant’s death). It is the intent of this Agreement to comply with the balance requirements of Section 409A so that none of the shares issued thereafter in accordance with Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the original vesting additional tax imposed under Section 409A, and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary any ambiguities herein will be interpreted to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)so comply.