Target Number of Shares Uses in Grant of RSUs Clause

Grant of RSUs from Restricted Stock Unit Agreement

This award is granted to you in recognition of your role as an employee whose responsibilities and performance are critical to the attainment of long-term goals. This award and similar awards are made on a selective basis and are, therefore, to be kept confidential.

Grant of RSUs. Subject to the terms and conditions of The Williams Companies, Inc. 2007 Incentive Plan, as amended and restated from time to time (the "Plan"), this Agreement, and the 2017 Award Letter, the Company hereby grants to the Participant an award (the "Award) of <@Num+C @> RSUs ("Target Number of Shares") effective <@[email protected]> (the "Effective Date"). The Award, which is subject to adjustment under the terms of this Agreement, gives the Participant the opportunity to earn the right to receive the number of shares of the Common Stock of the Company equal to the number of RSUs shown in the prior sentence if the formula established by the Committee for calculating the designated number of Shares that will be paid based on the Company's annualized Total Shareholder Return relative to the annualized Total Shareholder Return of the Company's Comparator Group over the Performance Period results in payment of 100% of the Target Number of Shares ,. These shares, together with any other shares that are payable under this Agreement, are referred to in the Agreement as "Shares." Until the Participant both becomes vested in the Shares under the terms of Paragraph 5 and is paid such Shares under the terms of Paragraph 6, the Participant shall have no rights as a stockholder of the Company with respect to the Shares.