Common use of Long-Term Incentive Clause in Contracts

Long-Term Incentive. 5.1 You continue to participate in the Stock Incentive Plan and your Awards under the Stock Incentive Plan are governed by the terms thereof, except that, as an additional term, upon a “Termination for Good Reason” under the Severance Plan following a Change of Control all Replacement Awards shall become fully vested in accordance with Section 6(j)(ix)(B) of the Stock Incentive Plan. 5.2 For each of the next three calendar years (and thereafter if renewed by the Compensation Committee) you will receive an Award under the Stock Incentive Plan, comprising stock options, restricted share units and/or performance share units (or such other type of Award as may be allowed under the Stock Incentive Plan as determined by the Compensation Committee of Venator Materials PLC), having a value on the date of grant of at least the amount of your grant on February 14, 2018. Each Award will vest in such increments over the next three years after the date of each Award as are determined by the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Incentive Plan and the Award Agreement pursuant to which the Award is made. Capitalised terms used in this clause but not defined in this clause have the meaning given to them in the Stock Incentive Plan. 5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed by the Compensation Committee as described in clause 5.2), you will be entitled thereafter during each year of your employment by the Company or an affiliate during such three calendar years or renewal thereof to receive in lieu of an Award under the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensation, in each case having a grant value of at least the amount of your grant on February 14, 2018, and which will vest in such increments over the next three years after the date of each such annual grant as are determined by the Compensation Committee.

Long-Term Incentive. 5.1 You continue to participate in (a) Executive will be eligible for an annual Restricted Share Unit Award (the Stock Incentive Plan and your Awards “RSU Award”) with a three-year ▇▇▇▇▇ ▇▇▇▇ under the Stock Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan are governed by Plan. The RSU Award will have a grant value target of 80% of Executive’s Base Salary. (b) Executive will be eligible for an annual Performance Share Unit Award (the terms thereof, except that, as an additional term, upon a “Termination for Good Reason” PSU Award”) under the Severance Plan following a Change of Control all Replacement Awards shall become fully vested in accordance with Section 6(j)(ix)(B) Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan. The target grant value of the Stock Incentive Plan. 5.2 For each of the next three calendar years (and thereafter if renewed by the Compensation Committee) you will receive an Award under the Stock Incentive Plan, comprising stock options, restricted share units and/or performance share units (or such other type of Award as may be allowed under the Stock Incentive Plan as determined by the Compensation Committee of Venator Materials PLC), having a value on the date of grant of at least the amount of your grant on February 14, 2018. Each PSU Award will be US$335,000, but may vest in such increments over the next three years after the date at a multiple of each that amount (e.g., 0 to 3x). The PSU Award as are determined by the Compensation Committee and, except as provided herein, will have a three-year ▇▇▇▇▇ ▇▇▇▇ and will be subject to the terms of the Stock Incentive Plan and the Award Agreement pursuant to which the Award is made. Capitalised terms used in this clause but not defined in this clause have the meaning given to them in the Stock Incentive Plansame PSU performance metrics as Employer’s other Operating Committee members’ awards are. 5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed by the Compensation Committee as described in clause 5.2), you c) Executive will be entitled thereafter during each year eligible for these annual RSU Award and PSU Award grants in March of your employment by the Company or an affiliate during such three calendar years or renewal thereof to receive in lieu of an Award under the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensation, in each case having a grant value of at least the amount of your grant on February 14, 2017 and 2018, and if the Term is extended for an additional two years pursuant to Section 1.3 (a) above, in March of 2019 and 2020. (d) The RSU Award and the PSU Award shall be set forth in separate award agreements which will vest contain additional terms and conditions and which will supersede the general description of the awards set forth herein. (e) Executive has previously received RSU Awards in such increments over calendar year 2015 and calendar year 2016 (“Existing Awards”). Employer agrees that, if and when the next three years Existing Awards vest, Employer will provide a tax equalization benefit (in the form of cash and/or shares in Taubman Centers, Inc., at Employer’s soleelection) in an amount that will provide Executive with the same net value received, after the date of each such annual grant income taxes, as are if Executive was employed in Hong Kong. Such amount shall be determined by Employer in its good faith, reasonable discretion. For the Compensation Committeesake of clarity, such amount will include not only the difference in the additional taxes to be incurred as a result of Executive working in the United States, but such difference will also be “grossed up” to account for the US income taxes on such difference.

Long-Term Incentive. 5.1 You continue to participate in the Stock Incentive Plan and your Awards under the Stock Incentive Plan are governed by the terms thereof, except that, as an additional term, upon a “Termination for Good Reason” under the Severance Plan following a Change of Control all Replacement Awards shall become fully vested in accordance with Section 6(j)(ix)(B) of the Stock Incentive Plan. 5.2 For each of the next three calendar years (and thereafter if renewed by the Compensation Committee) you will receive an Award under the Stock Incentive Plan, comprising stock options, restricted share units and/or performance share units (or such other type of Award as may be allowed under the Stock Incentive Plan as determined by the Compensation Committee of Venator Materials PLC), having a value on the date of grant of at least the amount of your grant on February 14, 2018. Each Award will vest in such increments over the next three years after the date of each Award as are determined by the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Incentive Plan and the Award Agreement pursuant to which the Award is made. Capitalised terms used in this clause but not defined in this clause have the meaning given to them in the Stock Incentive Plan. 5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed by the Compensation Committee as described in clause 5.2), you will be entitled thereafter during each year of your employment during by the Company or an affiliate during such three calendar years or renewal thereof to receive in lieu of an Award under the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensation, in each case having a grant value of at least the amount of your grant on February 14, 2018, and which will vest in such increments over the next three years after the date of each such annual grant as are determined by the Compensation Committee.

Long-Term Incentive. 5.1 You continue Beginning with fiscal year 2019, Executive will be eligible to participate in receive long-term incentives subject to terms and conditions established by the Stock Incentive Committee, the underlying 2013 Plan or any successor plan thereto, and your Awards the Committee’s terms and conditions for the applicable type of award, including vesting criteria such as continued service or performance objectives. For fiscal year 2018 (FY18), within two (2) business days of the Employment Start Date, the Company will grant to Executive an equity award under the Stock Incentive 2013 Plan are governed with a value of $5,000,000, with 50% in performance stock units (“PSUs”) and 50% in restricted stock units (“RSUs”). The number of shares underlying the total award will be equal to the value ($5,000,000) divided by the terms thereof30 trading day average share price (the “ASP”) leading up to the date on which Executive’s appointment is publicly announced (the “Announcement Date”). The PSUs will vest on the 3-year anniversary of the grant, except thatand the RSUs will vest in four equal, as an additional term, upon a “Termination for Good Reason” annual installments on the anniversary of the grant. The number of shares earned under the Severance Plan following a Change PSU award will not be determined until the end of Control all Replacement Awards shall the 3-year period. The RSUs and the PSUs will become fully vested in accordance with Section 6(j)(ix)(B) the case of death or LTD Disability, however, the PSUs will not be paid out until after the end of the Stock Incentive Plan. 5.2 For each 3-year period. The actual number of performance shares earned at the end of the next three calendar 3 years (and thereafter if renewed the “Payout”) will be the number of PSUs awarded times the “Payout Factor” that is described below. The performance thresholds for the PSUs will be based on the Company's Relative Total Shareholder Return (“RTSR”) compared to a peer group of companies listed on the “NASDAQ Composite Index filtered by the Compensation CommitteeSemiconductor, Semiconductor Equipment, and Electronics Equipment, Instruments and Components Sectors” (the “Peer Group”) you over the period beginning on the last trading day immediately before the Announcement Date and ending immediately prior to the Vesting Date (the “Measurement Period”). The starting value for the calculation of the Payout Factor will receive an Award under be the Stock Incentive PlanASP described above and the ending value for the calculation will be the average Company share price for the 30 trading days prior to the end of the Measurement Period. The RTSR of the Company will then be compared to the Peer Group over the three year period and separated into quartiles for determining the Payout Factor as follows: (aa) if the Company ends in the Top (first) performing quartile, comprising stock optionsthe Payout Factor is 1.5, restricted share units and/or performance share units (or such other type bb) if the Company ends in the Second quartile, the Payout Factor is 1.0, (cc) if the Company ends in the Third quartile, the Payout Factor is 0.5, and (dd) if the Company ends in the Worst (fourth) performing quartile, the Payout Factor is 0. For purposes of Award as may be allowed under the Stock Incentive Plan as determined by the Compensation Committee of Venator Materials PLCSection 7(a)(v), having a value on Payout Factor of 1.0 shall be considered target for the date of grant of at least the amount of your grant on February 14, 2018. Each Award will vest in such increments over the next three years after the date of each Award as are determined by the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Incentive Plan and the Award Agreement pursuant to which the Award is made. Capitalised terms used in this clause but not defined in this clause have the meaning given to them in the Stock Incentive PlanPSUs. 5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed by the Compensation Committee as described in clause 5.2), you will be entitled thereafter during each year of your employment by the Company or an affiliate during such three calendar years or renewal thereof to receive in lieu of an Award under the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensation, in each case having a grant value of at least the amount of your grant on February 14, 2018, and which will vest in such increments over the next three years after the date of each such annual grant as are determined by the Compensation Committee.

Long-Term Incentive. 5.1 You continue to participate in the Stock Incentive Plan and your Awards under the Stock Incentive Plan are governed by the terms thereof, except that, as an additional term, upon a “Termination for Good Reason” under the Severance Plan following a Change of Control all Replacement Awards shall become fully vested in accordance with Section 6(j)(ix)(B) of the Stock Incentive Plan. 5.2 For each of the next three calendar years (and thereafter if renewed by the Compensation Committee) you will receive an Award under the Stock Incentive Plan, comprising stock options, restricted share units and/or performance share units (or such other type of Award as may be allowed under the Stock Incentive Plan as determined by the Compensation Committee of Venator Materials PLC), having a value on the date of grant of at least the amount of your grant on February 1413, 2018. Each Award will vest in such increments over the next three years after the date of each Award as are determined by the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Incentive Plan and the Award Agreement pursuant to which the Award is made. Capitalised terms used in this clause but not defined in this clause have the meaning given to them in the Stock Incentive Plan. 5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed by the Compensation Committee as described in clause 5.2), you will be entitled thereafter during each year of your employment by the Company or an affiliate during such three calendar years or renewal thereof to receive in lieu of an Award under the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensation, in each case having a grant value of at least the amount of your grant on February 1413, 2018, and which will vest in such increments over the next three years after the date of each such annual grant as are determined by the Compensation Committee.

Long-Term Incentive. 5.1 You continue Commencing with calendar year 2021 and during the period Executive is employed with Employer, Executive shall be eligible to participate in earn for Executive’s services to be rendered under this Agreement an annual equity award (the Stock Incentive Plan “Long-Term Incentive”) to be granted under, and your Awards under the Stock Incentive Plan are governed by subject to the terms thereofand conditions of, except thatEmployer’s 2015 Equity Incentive Plan, as an additional termmay be amended from time to time, upon or a successor stock incentive plan (the “Termination for Good Reason” under the Severance Plan following a Change of Control all Replacement Awards shall become fully vested Equity Plan”) in accordance with Section 6(j)(ix)(BCompany practices for other senior executives of Employer. Each Long-Term Incentive grant will be made with a grant date fair value equal to the amount of the Annual Bonus paid based on Employer’s prior year performance and at such time as to be determined by the Board in its sole discretion. The calendar year 2021 Long-Term Incentive equity award will be granted to Executive in calendar year 2022 in an amount equal in value to fifty percent (50%) of the Stock Executive’s initial annual base salary as set forth in Section 3.1 of this Agreement and will vest over a four (4) year period in four (4) equal installments.. The form and terms and conditions of any such Long-Term Incentive Plan. 5.2 For each will be subject change from time to time in the sole discretion of the next three calendar years Board and payable subject to standard federal and state payroll withholding requirements. Notwithstanding the foregoing, whether or not Executive earns any Long-Term Incentive will be dependent upon (a) Executive’s continuous performance of services to Employer through the date any Long-Term Incentive is granted; (b) the actual achievement by Executive and thereafter if renewed Employer of the applicable performance targets and goals set by the Compensation Committee) you will receive an Award under the Stock Incentive Plan, comprising stock options, restricted share units and/or performance share units (or such other type of Award as may be allowed under the Stock Incentive Plan as determined by Board based on recommendations from the Compensation Committee of Venator Materials PLC)the Board; and (c) the terms and conditions of any Long-Term Incentive, having a value on the date of grant of at least the amount of your grant on February 14, 2018. Each Award will vest in such increments over the next three years after the date of each Award as are determined by provided in the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Incentive Equity Plan and the Award Agreement any award agreement pursuant to which the Award Long-Term Incentive is madegranted. Capitalised terms used Notwithstanding the foregoing, following Employer’s sale of any common stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, that results in shares of the common stock of Employer being traded on the NASDAQ Stock Market, the New York Stock Exchange or successors thereof or any such other national securities exchange, this clause Section 3.4 will no longer apply and Executive will not be entitled to any future Long-Term Incentive grants pursuant to this Agreement, but not defined shall remain eligible to participate in this clause have the meaning given to them in the Stock Incentive Plan. 5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed equity incentive plans offered by the Compensation Committee as described in clause 5.2), you will be entitled thereafter during each year of your employment by the Company or an affiliate during such three calendar years or renewal thereof to receive in lieu of an Award under the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensation, in each case having a grant value of at least the amount of your grant on February 14, 2018, and which will vest in such increments over the next three years after the date of each such annual grant as are determined by the Compensation CommitteeEmployer.

Long-Term Incentive. 5.1 You continue to participate in the Stock Incentive Plan and your Awards under the Stock Incentive Plan are governed by the terms thereof, except that, as an additional term, upon a “Termination for Good Reason” under the Severance Plan following a Change of Control all Replacement Awards shall become fully vested in accordance with Section 6(j)(ix)(B) of the Stock Incentive Plan. 5.2 For each of the next three calendar years (and thereafter if renewed by the Compensation Committee) you will receive an Award under the Stock Incentive Plan, comprising stock options, restricted share units and/or performance share units (or such other type of Award as may be allowed under the Stock Incentive Plan as determined by the Compensation Committee of Venator Materials PLC), having a value on the date of grant of at least the amount of your grant on February 1413, 2018. Each Award will vest in such increments over the next three years after the date of each Award as are determined by the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Incentive Plan and the Award Agreement pursuant to which the Award is made. Capitalised terms used in this clause but not defined in this clause have the meaning given to them in the Stock Incentive Plan. 5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed by the Compensation Committee as described in clause 5.2), you will be entitled thereafter during each year of your employment by the Company or an affiliate during such three calendar years or renewal thereof to receive in lieu of an Award under the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensation, in each case having a grant value of at least the amount of your grant on February 1413, 2018, and which will vest in such increments over the next three years after the date of each such annual grant as are determined by the Compensation Committee.

Long-Term Incentive. 5.1 You continue Executive shall be eligible to participate in the Stock Incentive Plan and your Awards under the Stock Incentive Plan are governed by the terms thereof, except thatCompany’s long-term incentive programs, as an additional termeach may be amended from time to time, upon a “Termination for Good Reason” under with the Severance Plan following a Change grant of Control all Replacement Awards shall become fully vested in accordance with Section 6(j)(ix)(B) equity compensation awards thereunder being subject to the discretion of the Stock Incentive Plan. 5.2 For each of the next three calendar years (and thereafter if renewed by the Compensation Committee; provided, however, that Executive shall be entitled to participate in any program the Company maintains to allow employees to use vested shares for the payment of applicable taxes at the time of such vesting. As of the Effective Date and for grants made prior to February 2015, the Company has provided equity compensation awards to its senior executives in the form of (a) you will receive an Award Restricted Shares, which were granted based on performance and which are scheduled to vest in Executive’s case in annual increments over three years following their grant, and (b) performance shares under the Stock Incentive PlanCompany’s long-term incentive plan (“LTIP Performance Shares”), comprising which vest based on the attainment of performance goals over a multi-year period and the completion of a service requirement. Notwithstanding such previous practice, the equity grant to be made in February 2015 shall have a target value of $6 million (with the percentage of target actually awarded determined based on 2014 performance), and this equity grant shall consist entirely of restricted stock options, restricted share units and/or performance share units (or such other type “RSUs”). These RSUs shall vest in equal annual increments over a period of Award as may be allowed three years, provided the Executive terminates employment on the last day of the Employment Term and complies with Section 9’s non-competition, non-solicitation, and non-disparagement agreements for this full three-year period (and not just for the duration of the Restriction Period that is otherwise applicable under Section 9). Notwithstanding the Stock Incentive Plan as determined by preceding sentence, the Compensation Committee of Venator Materials PLCprovisions applicable to the LTIP Performance Shares and Restricted Shares under Sections 8.b.(ii)(D), having a value on the date of grant of at least the amount of your grant on February 14, 20188.c.(iii)(E) and 8.d.(i) shall apply to such RSUs as if such RSUs were expressly covered thereby. Each Award will vest in such increments over the next three years after the date of each Award as are determined by the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Incentive Plan and the Award Agreement pursuant to which the Award is made. Capitalised terms used in this clause but not defined in this clause have the meaning given to them in the Stock Incentive Plan. 5.3 In the event that Venator Materials PLC the Executive terminates employment on the Stock Incentive Plan during last day of the next three calendar years Employment Term, then (or thereafter during any period renewed by i) the Compensation Committee vesting of the Executive’s outstanding Restricted Shares shall be determined as described in clause 5.2), you will be entitled thereafter during each year of your employment by if Executive’s service with the Company or an affiliate during such three calendar years or renewal thereof continued for 12 months beyond the end of the Employment Term; and (ii) the service-based vesting condition applicable to receive in lieu of an Award under Executive’s outstanding LTIP Performance Shares shall be treated as having been satisfied, provided the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensationExecutive complies with Section 9’s non-competition, in each case having a grant value of at least the amount of your grant on February 14, 2018non-solicitation, and which will vest in such increments over non-disparagement agreements for the next three years after full period of the date applicable service-based vesting condition, and they shall be paid at the conclusion of each such annual grant as are determined by the Compensation Committeeperformance period subject to (and based on) the attainment of applicable performance goals.

Long-Term Incentive. 5.1 You continue Commencing with calendar year 2022 and during the period Executive is employed with Employer, Executive shall be eligible to participate in earn for Executive’s services to be rendered under this Agreement an annual equity award (the Stock Incentive Plan “Long-Term Incentive”) to be granted under, and your Awards under the Stock Incentive Plan are governed by subject to the terms thereofand conditions of, except thatEmployer’s 2015 Equity Incentive Plan, as an additional termmay be amended from time to time, upon or a successor stock incentive plan (the “Termination for Good Reason” under the Severance Plan following a Change of Control all Replacement Awards shall become fully vested Equity Plan”) in accordance with Section 6(j)(ix)(BCompany practices for other senior executives of Employer. Each Long-Term Incentive grant will be made with a grant date fair value equal to fifty percent (50%) of the Stock Executive’s Salary and at such time as to be determined by the Board in its sole discretion. The calendar year 2021 Long-Term Incentive Plan. 5.2 For each equity award will be granted to Executive in calendar year 2022 in an amount equal in value to fifty percent (50%) of the next three calendar years Executive’s initial annual base salary as set forth in Section 3.1 of this Agreement and will vest over a four (4) year period in four (4) equal installments. The form and thereafter if renewed terms and conditions of any such Long-Term Incentive will be subject change from time to time in the sole discretion of the Board and payable subject to standard federal and state payroll withholding requirements. Notwithstanding the foregoing, whether or not Executive earns any Long-Term Incentive will be dependent upon (a) Executive’s continuous performance of services to Employer through the date any Long-Term Incentive is granted; (b) the actual achievement by Executive and Employer of the applicable performance targets and goals set by the Compensation Committee) you will receive an Award under the Stock Incentive Plan, comprising stock options, restricted share units and/or performance share units (or such other type of Award as may be allowed under the Stock Incentive Plan as determined by Board based on recommendations from the Compensation Committee of Venator Materials PLC)the Board; and (c) the terms and conditions of any Long-Term Incentive, having a value on the date of grant of at least the amount of your grant on February 14, 2018. Each Award will vest in such increments over the next three years after the date of each Award as are determined by provided in the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Incentive Equity Plan and the Award Agreement any award agreement pursuant to which the Award Long-Term Incentive is madegranted. Capitalised terms used Notwithstanding the foregoing, following Employer’s sale of any common stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, that results in shares of the common stock of Employer being traded on the NASDAQ Stock Market, the New York Stock Exchange or successors thereof or any such other national securities exchange, this clause Section 3.4 will no longer apply and Executive will not be entitled to any future Long-Term Incentive grants pursuant to this Agreement, but not defined shall remain eligible to participate in this clause have the meaning given to them in the Stock Incentive Plan. 5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed equity incentive plans offered by the Compensation Committee as described in clause 5.2), you will be entitled thereafter during each year of your employment by the Company or an affiliate during such three calendar years or renewal thereof to receive in lieu of an Award under the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensation, in each case having a grant value of at least the amount of your grant on February 14, 2018, and which will vest in such increments over the next three years after the date of each such annual grant as are determined by the Compensation CommitteeEmployer.

Long-Term Incentive. 5.1 You continue to participate Plan Annual consideration for long-term awards (as determined in the Stock Incentive Plan and your Awards under the Stock Incentive Plan are governed by the terms thereof, except that, as an additional term, upon a “Termination for Good Reason” under the Severance Plan following a Change of Control all Replacement Awards shall become fully vested Compensation Committee’s sole discretion) made in accordance with Section 6(j)(ix)(B) of the Stock Incentive Plan. 5.2 For each of the next three calendar years (and thereafter if renewed by the Compensation Committee) you will receive an Award under the Stock Incentive Plan, comprising stock options, restricted share units and/or performance share units (or such other type of Award as may be allowed under the Stock Incentive Plan as determined by the Compensation Committee of Venator Materials PLC), having a value on the date of grant of at least the amount of your grant on February 14, 2018. Each Award will vest in such increments over the next three years after the date of each Award as are determined by the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Long Term Incentive Plan. Executive’s target annual grant date fair value shall be $6,000,000 for fiscal year 2018. Executive shall receive her first Long Term Incentive Plan grant in fiscal year 2018 and such grant shall not be prorated based on Executive’s start date.Executive has received a one-time grant of restricted Shares under the Award Agreement pursuant LTIP with a grant date fair value of $5,000,000 (“One-Time Grant”). Such restricted Shares shall vest 50% on February 4, 2018 and 50% on February 3, 2019, subject to which the Award Executive’s continued employment on each such date; provided that, if Executive’s employment is made. Capitalised terms used in this clause but not defined in this clause have the meaning given to them in the Stock Incentive Plan. 5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed by the Compensation Committee as described in clause 5.2), you will be entitled thereafter during each year of your employment terminated by the Company without Cause or an affiliate Executive resigns for Good Reason prior to either vesting date, the restricted Shares shall vest in full, subject to the execution of a release of claims pursuant to Section 2(h) of the Agreement and compliance with restrictive covenants in Sections 3 and 4 of the Agreement. Employee Benefits Eligible for all Company health, life and disability insurance and other welfare, and retirement, savings, deferred compensation and fringe employee benefit plans, as in effect from time to time, on the same basis as those benefits are generally made available to senior executives of the Company. Eligible for reimbursement of reasonable business expenses incurred by the Executive during employment in the performance of the Executive’s duties, in accordance with Company policies and subject to timely submission of reimbursement requests. Relocation Executive shall relocate to the Akron, Ohio area no later than January 31, 2019. The Executive shall receive relocation benefits pursuant to the Company’s relocation policy; provided that, the Company shall reimburse Executive for reasonable temporary housing and commuting costs for twelve (12) months and shall reimburse Executive for costs associated with the sale of Executive’s primary residence as of the date of this Agreement if such three calendar years or renewal thereof to receive in lieu sale occurs within the first twenty four (24) months following commencement of an Award under Executive’s employment with the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensationCompany, in each case having a grant value case, subject to submission of at least reasonable proof of such costs. Time Off Executive shall be entitled to time off as provided under the amount of your grant on February 14Signet US Time Off Program, 2018, and which will vest as in such increments over the next three years after the date of each such annual grant as are determined by the Compensation Committeeeffect from time to time.