Mark W. Begor
February 4, 2021
termination of employment described in this paragraph, your right to exercise any vested portion of each outstanding Option award described in this Section 3 (including Options that become vested pursuant to this paragraph) shall continue until the earlier of (i) the last day of the 36-month period following the date of your termination and (ii) the applicable expiration date of the Option award.
The equity grants described in this Section 3 shall be granted under the Stock Incentive Plan and shall be subject to the terms and conditions of the Stock Incentive Plan and the applicable award agreements issued to you thereunder, which shall be consistent with the terms and conditions set forth herein. Additionally, each equity grant described in this Section 3 shall be subject to the Companys Policy on Recovery and Recoupment of Incentive Compensation, adopted effective March 5, 2018, as it may be amended from time to time. For the avoidance of doubt, all Performance Share grants and RSU grants described in this Section 3 shall vest (subject to achievement of any remaining performance conditions) on your Retirement date, subject to the requirements of Section 10(b) of the Employment Agreement (relating to release of claims and material compliance with restrictive covenants).
For the avoidance of doubt, your eligibility for Retirement as of April 17, 2023 under clause (i) of the definition of Retirement with respect to your outstanding equity awards and the treatment of equity awards as described above shall not affect your right to severance should you be terminated under circumstances that would entitle you to severance under the Employment Agreement; provided, however, that if you are terminated under circumstances that would entitle you to severance under the Employment Agreement, then such termination shall not constitute a Retirement.
For the avoidance of doubt, nothing in this Letter is intended to affect any equity awards that were granted to you prior to the effective date of this Letter, and the respective rights and obligations of the parties with respect thereto shall continue in effect.
The Company shall provide you with five days prior written notice of any termination of your employment by the Company without Cause on or after April 17, 2023. During the foregoing notice period, you may elect to terminate your employment through Retirement by providing written notice to the Company of such election, in which case your termination of employment shall be treated as a termination due to Retirement; provided, however, that you shall not be treated as ending your employment through Retirement if the Company has Cause to terminate your employment at your Termination Date or pursuant to the lookback provisions in the definition of Cause.