(iv)as an additional requirement that was not included in the Prior Provisions, with
respect to any vested shares of the Time-Based Stock and the Maximum Performance-Based
Stock, you will be prohibited from selling, assigning, transferring, pledging, hypothecating or
otherwise disposing of such vested shares during the period commencing on (and including) the
applicable vesting date of such shares and ending on (and including) the day immediately prior to
the first anniversary of such vesting date (such prohibition, the “Trading Restriction”), except (a)
to satisfy any applicable tax withholding obligations with respect to such vested shares, (b)
following your termination of employment by the Corporation without Cause or by you for Good
Reason, or due to your death or Permanent Disability (as such terms are defined in your
Employment Agreement), or (c) upon and following a Change in Control (as defined in your
Employment Agreement); provided, however, that the Compensation Committee of the Board of
Directors of the Corporation (the “Compensation Committee”) (or any person or subcommittee
authorized by the Compensation Committee) may, in its sole discretion, permit the transfer of
any such vested shares in a manner consistent with applicable tax and securities laws upon your
request, except that (1) no such shares may be transferred for consideration and (2) any such
shares that are transferred will be subject to all of the terms and conditions of the applicable
restricted stock agreement, including but not limited to the Trading Restriction until the lapse of
such Trading Restriction.
For the avoidance of doubt, (i) with respect to the Maximum Performance-Based Stock, the
corporate performance criteria (including the applicable goals, metrics, points of interpolation,
and method of calculation) set forth in Exhibit B to your Employment Agreement may be
modified for new LTI Grants to conform to new business circumstances, all as determined
reasonably and in good faith by the Compensation Committee in consultation with you, and (ii)
this letter does not affect any of your LTI Grants that are outstanding as of the date of this letter.
Miscellaneous
This letter amends both your Employment Agreement and the Letter Amendments, which
continue in all other respects in accordance with their terms. Together with your Employment
Agreement, the agreements and plans referred to therein, and the Letter Amendments, this letter
represents the entire understanding between the Corporation and you with respect to the subject
matter hereof, and this letter supersedes any and all prior understandings, agreements, plans and
negotiations, whether written or oral, with respect to the subject matter hereof.
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