Form of Performance-Based Restricted Stock Unit Award Agreement

PPG Industries, Inc. (the “Company”) and the Participant identified below are parties to a Restricted Stock Unit Award Agreement dated as of #GrantDate+C# and attached to this Grant Notice (the “Agreement”). Capitalized terms used in this Grant Notice shall have the respective meanings given to such terms in the Agreement or in the Plan (as defined in the Agreement), unless otherwise defined in this Grant Notice. This Grant Notice confirms the grant to the Participant of an Award of Restricted Stock Units with the terms set forth below. This Grant Notice is hereby incorporated by reference into and forms a part of the Agreement.

This GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is entered into as of the date first written above by and between PPG Industries, Inc. (the “Company”) and #ParticipantName+C# (the “Participant”).

The Company maintains the PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated into and forms a part of this Agreement, and the Participant has been selected by the Company to receive an Award under the Plan. Capitalized terms used in this Agreement shall, unless defined elsewhere in this Agreement, have the respective meanings given to such terms in the Grant Notice (as defined below) or the Plan.

The Award of Restricted Stock Units shall be confirmed by a separate Grant Notice to which this Agreement is attached (the “Grant Notice”), specifying the Date of Grant of the Award, the number of Restricted Stock Units granted and the Award Goals (as defined in the Grant Notice) applicable to such Restricted Stock Units. Each Restricted Stock Unit is a bookkeeping entry representing the equivalent in value of a share of Common Stock. Such Award shall be subject to the terms and conditions of the Plan and this Agreement. Such Grant Notice shall be deemed incorporated by reference into this Agreement.

NOW, THEREFORE, the Company and the Participant, intending to be legally bound, agree as follows:

1.Terms and Conditions of the Award.

A.This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested in the manner set forth in paragraph 1.P. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units.

B.The Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, except as otherwise expressly provided in the Plan, the Grant Notice and/or this Agreement.

C.The Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units even if Restricted Stock Units have been awarded in the past.

D.All decisions with respect to future awards, if any, will be at the sole discretion of the Company.

E.The Participant’s participation in the Plan is voluntary.

F.For Participants located outside of the United States, the Restricted Stock Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or, if different, the Subsidiary employing the Participant (the “Employer”) and the Restricted Stock Units are outside the scope of the Participant’s employment contract, if any.

G.The Restricted Stock Units, the underlying shares of Common Stock, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary.

H.Neither the award of Restricted Stock Units nor any provision of this Agreement, the Plan, the Grant Notice, or any policies adopted pursuant to the Plan confer upon the Participant any right with respect to employment or continuation of current employment with the Company or any Subsidiary, and in the event that the Participant is not an employee of the Company, the award of Restricted Stock Units shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary.

I.The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty.

J.No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any).

K.The Committee may terminate the Award at any time on or prior to the Vesting Date (as defined in the Grant Notice) if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company.

L.Prior to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant.

M.If the Participant’s employment with the Company or any Employer terminates prior to the Vesting Date but, on or after the first anniversary of the Date of Grant because of retirement, disability, job elimination, including termination of employment by the Company due to a divestiture, each as determined in the Committee’s sole discretion, or death, the Participant shall be entitled to the same payments under the Award to which the Participant would have been entitled had the Participant’s employment continued through the Vesting Date, and such Award shall be paid as soon as practicable following the Vesting Date, subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award.

N.If the Participant’s employment with the Company or any Employer terminates prior to the Vesting Date for any reason other than retirement, disability, job elimination, including termination of employment by the Company due to a divestiture, each as determined in the Committee’s sole discretion, or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award.

O.For purposes of the Award, the Participant’s employment or service relationship will be considered terminated as of the date the Participant is no longer actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement, the Plan, the Grant Notice, the Change in Control Agreement, or any offer letter and/or employment agreement referenced herein, or determined by the Company, the Participant’s right to vest in the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence).

P.The Committee shall determine the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, on or before March 15 following the end of the Award Period (the “Determination Date”).

Q.In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units that vest pursuant to this paragraph 1.Q. shall not be subject to the performance and determination procedures contemplated by paragraph 1.P. hereof). The amount of any cash to be paid in lieu of Common Stock, if any, shall be determined using the closing sale price reported on the New York Stock Exchange-Composite Tape for the Common Stock on the date of Involuntary Termination, or if there is no sale on such date, for the nearest preceding date upon which such sale took place. If required to avoid additional taxes, penalties or interest under Section 409A (as determined by the Committee, in its sole discretion), the Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.

If the Participant is a party to a Change in Control Employment Agreement with the Company (a “Change in Control Agreement”), “Change in Control Period” for purposes of this Agreement shall have the meaning ascribed to the term “Employment Period,” as defined in the Change in Control Agreement, and if the Participant is not a party to a Change in Control Agreement, the term shall mean the period commencing on the date of a Change in Control (as defined in the Plan) and ending on the earlier of the Participant’s date of Retirement and the Vesting Date. “Retirement” for purposes of this paragraph 1.G. shall mean the Participant’s termination of employment on or after (i) with respect to a participant in a tax-qualified defined benefit pension plan sponsored by PPG, an Participant’s “normal retirement date” as defined in such pension plan, (ii) with respect to any Participant that the Company may subject to compulsory retirement under the Age Discrimination in Employment Act (29 U.S.C. § 621 et. seq.) (ADEA) as a “bona fide executive or a high policy maker,” such Participant’s “normal retirement date,” (iii) with respect to a participant in the PPG Industries Defined Contribution Retirement Plan, the Participant’s Social Security normal retirement date, provided that such termination is voluntary, or, (iv) with respect to a participant for whom the provisions in (i) through (iii) are not applicable, the Participant’s attainment of age sixty-five (65), provided the termination is a voluntary resignation by the Participant.

“Involuntary Termination” for purposes of this Agreement shall mean, if the Participant is a party to a Change in Control Agreement, a termination of the Participant’s employment that gives rise to payments and benefits under Section 6 of the Change in Control Agreement, and if the Participant is not a party to a Change in Control Agreement, shall mean a termination by the Company for any reason other than Cause, death or Disability (as the terms are hereinafter defined). “Cause” for purposes of a Participant who is not a party to a Change in Control Agreement shall have the same meaning as that term is defined in the Participant’s offer letter or other applicable employment agreement; or, if there is no such definition, “Cause” means, as determined by the Committee in good faith: (i) engaging in any act, or failing to act, or misconduct that is injurious to the Company or its Subsidiaries; (ii) gross negligence or willful misconduct in connection with the performance of duties; (iii) conviction of (or entering a plea of guilty or nolo contendere to) a criminal offense (other than a minor traffic offense); (iv) fraud, embezzlement or misappropriation of funds or property of the Company or a Subsidiary; (v)  breach of any material term of any agreement between the Participant and the Company or a Subsidiary relating to employment, consulting or other services, confidentiality, intellectual property or non-competition; (vi) the entry of an order duly issued by any regulatory agency (including federal, state and local regulatory agencies and self-regulatory bodies) having jurisdiction over the Company or a Subsidiary requiring the removal from any office held by the Participant with the Company or prohibiting or materially limiting the Participant from participating in the business or affairs of the Company or any Subsidiary. “Disability” for purposes of this Agreement shall mean disability, which, after the expiration of more than 52 weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers.

R.The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan or sale of the underlying shares of Common Stock.

S.The Participant should consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan or Restricted Stock Units.

T.Unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company.

U.Unless otherwise agreed with the Company, the Award, the underlying shares of Common Stock, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any Subsidiary.    

V.Neither the Company, the Employer nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Participant pursuant to the vesting/settlement of the Award or the subsequent sale of any shares of Common Stock acquired upon vesting/settlement.

2.Payout on Account of Awards.

A.Upon attainment of the Award Goals and satisfaction of all other applicable conditions as to the issuance of the Restricted Stock Units, and otherwise subject to this Agreement and the terms of the Plan, the Participant shall be entitled to the number of shares of Common Stock constituting the Award as determined by the Committee in accordance with paragraph 1.P hereof. The Participant shall be entitled to receive a payout of the vested Award in the form of cash, shares of Common Stock or a combination of cash and shares, less any Tax-Related Items as defined in paragraph 6, as determined by the Committee in its sole discretion. The amount of any cash to be paid in lieu of Common Stock shall be determined on the basis of the Fair Market Value of the Common Stock as of the Determination Date.

B.Any shares of Common Stock issued to the Participant with respect to his or her Award shall be subject to such restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the U.S. Securities and Exchange Commission, the New York Stock Exchange and any applicable state or foreign securities laws, and the Committee may cause a legend or legends to be endorsed on any stock certificates for such shares making appropriate references to such legal restrictions.

C.Except as otherwise provided in this Agreement, and, for Participants located in the United States, except in the event the Participant is permitted and has made an election to defer payout of the Restricted Stock Units pursuant to the terms and conditions established by the Company, the issuance of the shares of Common Stock (or payment of cash in lieu thereof) in accordance with the provisions of paragraph 1 and this paragraph 2 will be delivered by March 15 of the calendar year following the earlier of (i) the taxable year that includes the last day of the Award Period or, (ii) to the extent applicable under the provisions of paragraph 1.Q. hereof, the date of an Involuntary Termination following a Change in Control. Payout of Restricted Stock Units that have been deferred shall be governed by the terms and conditions of the deferral election form.

3.Continuing Conditions. Notwithstanding any other provisions herein, the Participant, by execution of this Agreement, agrees and acknowledges that in return for the Award granted by the Company in this Agreement, the following continuing conditions shall apply:

A.If at any time prior to the Vesting Date or within one (1) year after the Vesting Date the Participant engages in any activity in competition with any activity of the Company or any of its Subsidiaries, or contrary or harmful to the interests of the Company or any of its Subsidiaries, including, but not limited to: (1) conduct related to the Participant’s employment for which either criminal or civil penalties against the Participant may be sought; (2) violation of Company(or Subsidiary) Code of Ethics or similar policy; (3) accepting employment with or serving as a consultant, advisor or in any other capacity to an employer that is in competition with or acting against the interests of the Company or any of its Subsidiaries, including employing or recruiting any present, former or future employee of the Company or any of its Subsidiaries; (4) disclosing or misusing any confidential information or material concerning the Company or any of its Subsidiaries; or (5) participating in a hostile takeover attempt, then this Award shall terminate effective as of the date on which the Participant enters into such activity, unless terminated sooner by operation of another term or condition of this Agreement, and any “Award Gain”

realized by the Participant shall be paid by the Participant to the Company. “Award Gain” shall mean the cash and the Fair Market Value of the Common Stock delivered to the Participant pursuant to paragraph 2 on the date of such delivery times the number of shares so delivered. Any shares of Common Stock deferred by the Participant shall be considered to have been delivered for the purpose of this paragraph 3.

B.By accepting this Agreement, the Participant consents to a deduction from any amounts the Company or any of its Subsidiaries owes the Participant from time to time (including amounts owed the Participant as wages or other compensation, fringe benefits or vacation pay, as well as any other amounts owed to the Participant by the Company or any of its Subsidiaries), to the extent of the amounts payable to the Company by the Participant under paragraph 3.A. above. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount payable by the Participant, calculated as set forth above, the Participant agrees to pay immediately the unpaid balance to the Company.

C. The Participant may be released from the Participant’s obligations under paragraphs 3.A and 3.B above only if the Committee determines, in its sole discretion, that such action is in the best interest of the Company.

4.Award Subject to Plan Provisions. Unless otherwise expressly provided in the Grant Notice or this Agreement, the Restricted Stock Unit Award shall be subject to the provisions of the Plan, including, without limitation, Article XI. In the event of any conflict between this Agreement and either the Grant Notice or the Plan, the Grant Notice or Plan, as applicable, shall control over this Agreement.

5.Applicable Law; Entire Agreement; Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to any choice of law principles. The Grant Notice, this Agreement, the Plan, the Change in Control Agreement, and any offer letter and/or employment agreement referenced herein, contain all terms and conditions with respect to the subject matter hereof.

For purposes of litigating any dispute that arises under the Award or this Agreement, the parties hereby submit to and consent to the jurisdiction of the Commonwealth of Pennsylvania, and agree that such litigation shall be conducted in the courts of Allegheny County, Pennsylvania, or other federal courts for the United States for the Western District of Pennsylvania, where this Award of Restricted Stock Units is made and/or to be performed, and no other courts. The parties agree that, if suit is filed in Allegheny County courts, application will be made by one or both parties, without objection, to have the case heard in the Center for Commercial and Complex Litigation of the Court of Common Pleas of Allegheny County.

6.Taxes. Regardless of any action the Company and/or the Employer take with respect to any or all income tax (including U.S. federal, state, and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant and vesting of the Restricted Stock Units, the conversion of the Restricted Stock Units into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired pursuant to the Restricted Stock Units and the receipt of any dividends or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax-withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.

In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, to satisfy the Tax-Related Items obligation by one or a combination of the following:

(i) withholding from the proceeds of the sale of shares of Common Stock acquired upon the vesting/settlement of the Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); and/or

(ii) withholding from any wages or other cash compensation paid to the Participant by the Company and/or the Employer or from any equivalent cash payment received in connection with the Award; and/or

(iii) withholding in shares of Common Stock to be issued upon settlement of the Restricted Stock Units, provided, however that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company  may withhold in shares of Common Stock upon the relevant taxable or tax withholding event, as applicable, only if the use of such withholding method is not problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above.

The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in the Participant's jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock or if not refunded, the Participant may seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding a number of shares as described herein, the Participant shall be deemed, for tax purposes only, to have been issued the full number of shares of Common Stock subject to the vested portion of the Award, notwithstanding that a number of shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. The Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that is required to be withheld or accounted for in connection with the Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver to the Participant any shares of Common Stock pursuant to the Award if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Anything in this paragraph 6 to the contrary notwithstanding, the number of shares of Common Stock subject to Restricted Stock Units that will be permitted to be released and withheld (or sold on the Participant’s behalf) to satisfy any Tax-Related Items arising prior to the date the shares are scheduled to be delivered pursuant to paragraph 2.C. hereof for any portion of the Restricted Stock Units that are considered nonqualified deferred compensation subject to Section 409A of the Code shall not exceed the number of shares of Common Stock that equals the liability for the Tax-Related Items.

7.Further Assurances. The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements (including, without limitation, stock powers with respect to shares of Common Stock issued or otherwise distributed in relation to this Award) which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Grant Notice, this Agreement and the Plan.

8.Transfer Restrictions. This Award and the Restricted Stock Units are not transferable other than by will or the laws of descent and distribution, and may not be assigned, hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award shall immediately become null and void and the Restricted Stock Units shall be forfeited.

9.Capitalization Adjustments. The number of Restricted Stock Units awarded is subject to adjustment as provided in Section 11.07(a) of the Plan. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Company and the Participant.

10.Securities Law Compliance. Notwithstanding anything to the contrary contained herein, no shares of Common Stock shall be issued to the Participant upon vesting of this Restricted Stock Unit Award unless the Common Stock is then registered under the Securities Act, or, if such Common Stock is not then so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. Participant’s sale of Shares may be subject to any closed trading windows that may be imposed by the Company and must comply with the Company’s

insider trading policies (as may be amended from time to time by the Company in its sole discretion) and any other applicable securities laws. The Company’s insider trading policy may prohibit Participant from buying or selling Shares. By accepting this Award, the Participant agrees not to sell any of the shares of Common Stock received under this Award at a time when the applicable laws or Company policies prohibit a sale.

11.Data Privacy. For Participants outside of the United States:

12.Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13.Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.

14.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

15.Code Section 409A. 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 Units 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). The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, 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 penalties or other adverse tax consequences that may apply under Section 409A 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 representation that the terms of the Restricted Stock Units under this Award Agreement will comply with (or be exempt from the application of) Section 409A or that payments under the Restricted Stock Units will not be subject to taxes, interest and penalties or other adverse tax consequences under Section 409A. In no event whatsoever shall the Company or any of its Subsidiaries or affiliates be liable to any party for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A or any damages for failing to comply with (or be exempt from the application of) Section 409A.

16.Language. By electing to accept this Award, the Participant acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English so as to allow the Participant, to understand the terms and conditions of this Agreement. Further, if the Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

17.Insider Trading Restrictions/Market Abuse Laws. The Participant may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions including the United States and the Participant’s country or his or her broker’s country, if different, which may affect his or her ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to such shares (e.g., Restricted Stock Units) or rights linked to the value of shares of Common Stock (e.g., Dividend Equivalents) during such times as the Participant is considered to have “inside information” regarding the Company (as defined by any applicable laws in applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before he or she possessed inside information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy and under United States law. The Participant is responsible for ensuring compliance with any applicable restrictions and should consult his or her personal legal advisor on this matter.

18.Foreign Asset/Account Reporting Requirements; Exchange Controls. The Participant acknowledges that his or her country may have certain foreign asset and/or account reporting requirements and/or exchange controls that may affect his or her ability to acquire or hold shares of Common Stock or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of shares of Common Stock) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of his or her participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details.

19.Appendix. Notwithstanding any provision herein, the Participant’s participation in the Plan shall be subject to any additional terms and conditions as set forth in the Appendix for the Participant’s country of residence, if any. Moreover, if the Participant relocates to another country, the terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.

20.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

21.Compensation Recovery Policy. This Award and any proceeds, gains or other economic benefit received by the Participant from a subsequent sale of Shares issued under this Award shall be subject to the Company’s Compensation Recovery Policy in effect as of the date hereof, as may be amended from time to time to comply with applicable laws (the “Compensation Recovery Policy”). The Participant

acknowledges and agrees that no recovery or other action related to this Award pursuant to the Compensation Recovery Policy shall constitute an event that triggers or contributes to any right the Participant may have to resign for “good reason” or “constructive termination” (or similar term) under any compensatory arrangement with the Company or any of its Subsidiaries. The Participant acknowledges and agrees that the Participant’s acceptance of this Award shall be deemed to constitute the Participant’s acknowledgement of and consent to the Company’s application, implementation and enforcement of the Compensation Recovery Policy.

22.Stock Ownership Requirements. If Participant is subject to the PPG Stock Ownership Requirement Policy, the Participant authorizes the Company’s stock plan administrator to follow the Company’s instructions, including but not limited to, instructions to not accept the Participant’s orders to transact in Common Stock received upon vesting/settlement of this Award that are subject to restriction on sale or transfer imposed by the Company in the event that the Participant does not meet the required stock ownership level under PPG’s Stock Ownership Requirement Policy, including instructions to not allow shares of Common Stock received upon vesting/settlement of this Award to be transferred out of the Participant’s account with the Company’s stock plan administrator. The Participant acknowledges and agrees that execution of the Participant’s orders to transact in or to transfer shares of Common Stock received upon vesting/settlement of this Award may be delayed or never occur.

This Appendix includes special terms and conditions that govern the Award granted to the Participant if the Participant resides in one of the countries listed herein.

This Appendix may also include information regarding exchange controls and certain other issues of which the Participant should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of November 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date at the time the Restricted Stock Units vest or when the Participant sells shares of Common Stock acquired under the Plan.

In addition, the information is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure him or her of any particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country apply to his or her specific situation.

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement (of which this Appendix is a part) and the Plan.

Acknowledgement of Nature of Plan and Award. The following provision supplements the Terms and Conditions of the Award paragraph of the Agreement:

In accepting the grant of the Award, the Participant acknowledges and agrees that the grant of the Award is made by the Company (not the Employer) in its sole discretion and that the value of any Awards or shares of Common Stock acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including the calculation of (i) any labor benefits including, but not limited to, vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, or (ii) any termination or severance indemnities. If, notwithstanding the foregoing, any benefits under the Plan are considered for purposes of calculating any termination or severance indemnities, the Participant acknowledges and agrees that such benefits shall not accrue more frequently than on an annual basis.

Securities Law Notice. Neither the Restricted Stock Units nor the underlying shares of Common Stock are publicly offered or listed on any stock exchange in Argentina.

Australian Offer Document. This offer is being made under Division 1A, Part 7.12 of the Corporations Act 2001 (Cth). Please note that if the Participant offers the shares of Common Stock acquired under the Plan for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Participant agrees to obtain legal advice on the Participant’s disclosure obligations prior to making any such offer.

Tax Information. Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to Restricted Stock Units granted under the Plan, such that the Restricted Stock Units are intended to be subject to deferred taxation.

There are no country-specific provisions.

Foreign Asset/Account / Exchange Control Reporting Information. Belgian residents are required to report any securities and bank or brokerage accounts held outside of Belgium on their annual tax return. In a separate report, Belgian residents are required to provide the National Bank of Belgium with the account details of any such foreign accounts (including the account number, bank name and country in which any such account was opened). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under the Kredietcentrales / Centrales des crédits caption.

Annual Securities Account Tax. If the total average value of securities held in a Belgian or foreign securities account exceeds EUR 1 million, an “annual securities accounts tax” applies. Belgian residents should consult with their personal tax advisor regarding the tax.

Compliance with the Law. In accepting the grant of the Restricted Stock Units, the Participant acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable tax associated with the Restricted Stock Units and the sale of the shares of Common Stock acquired under the Plan and the receipt of any dividends or Dividend Equivalents.

Terms and Conditions of the Award. This provision supplements paragraph 1 of the Agreement:

By accepting the Restricted Stock Units, the Participant agrees that (i) the Participant is making an investment decision, and (ii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease over the vesting and holding periods without compensation to the Participant.

Tax on Financial Transactions (IOF). If the Participant repatriates amounts from the sale of shares of Common Stock or any dividends received on such shares of Common Stock into Brazil, the Participant may be subject to a Tax on Financial Transactions when funds are converted from USD to BRL. The Participant agrees that the Participant will be solely responsible for such Tax on Financial Transactions.

Restricted Stock Units Payable Only in Shares of Common Stock. Notwithstanding any discretion contained in Section 7.03(a) of the Plan or anything in the Agreement to the contrary, the grant of Restricted Stock Units does not provide any right for the Participant to receive a cash payment and the Restricted Stock Units are payable in shares of Common Stock only.

Termination of Vesting. This provision supplements paragraph 1. O. of the Agreement:

Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued participation in the Plan during a statutory notice period, the Participant acknowledges that his or her right to participate in the Plan, if any, will terminate effective as of the last day of his or her minimum statutory notice period, but the Participant will not earn or be entitled to any pro-rated vesting if the vesting date falls after the end of his or her statutory notice period, nor will the Participant be entitled to any compensation for lost vesting.

Securities Law Notice. The Participant is permitted to sell shares of Common Stock acquired under the Plan, provided the resale of such shares of Common Stock takes place outside of Canada through the facilities of a stock exchange on which the Company’s Common Stock is listed. The Company’s Common Stock is currently traded on the New York Stock Exchange which is located outside of Canada, under the ticker symbol “PPG” and shares of Common Stock acquired under the Plan may be sold through this exchange.

The following provisions will apply to the Participant if he or she is a resident of Quebec:

Language. A French translation of the Agreement and the Plan will be made available to the Participant. The Participant understands that, from time to time, additional information related to the Plan might be provided in English and such information may not be immediately available in French. However, upon request, the Company will translate into French documents related to the Plan as soon as reasonably practicable. Notwithstanding anything to the contrary in the Agreement, and unless the Participant indicates otherwise, the French translation of the Agreement and the Plan will govern the Participant’s participation in the Plan.

Data Privacy. This provision supplements the Data Privacy paragraph of the Agreement:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company, any Subsidiary, and the administrator of the Plan to disclose and discuss the Plan with their advisors. The Participant acknowledges and agrees that their personal information, including sensitive personal information, may be transferred or disclosed outside the Province of Quebec, including to the United States. The Participant authorizes the Company and any Subsidiary to record such information and to keep such information in their employee file. The Participant also acknowledges and authorizes the Company and other parties involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan.

Securities Law Notice. This offer conforms to general ruling N°336 of the Chilean Commission for the Financial Market (“CMF”). The offer deals with securities not registered in the registry of securities or in the registry of foreign securities of the CMF, and therefore such securities are not subject to its oversight. The issuer is not obligated to provide public information in Chile regarding the foreign securities, since such securities are not registered with the CMF. The securities shall not be subject to public offering as long as they are not registered with the corresponding registry of securities in Chile, unless they fulfill the requirements set forth in general ruling N°336 of the CMF.

Termination of Employment. The Participant understands and agrees that, if he or she is subject to exchange control laws and regulations in the People’s Republic of China (“PRC”) (as determined by the Company in its sole discretion), paragraph 1.M. of the Agreement is deleted in its entirety and replaced with the following provision:

M.    If the Participant’s employment with the Company, the Employer or any Subsidiary terminates prior to the Vesting Date but, on or after the first anniversary of the Date of Grant because of retirement, disability or job elimination, including termination of employment by the Company due to a divestiture, each as determined in the Committee’s sole discretion, or death, the Participant shall be entitled to the same Award to which the Participant would have been entitled had the Participant’s employment continued through the Vesting Date, and such Award shall be paid as soon as practicable following the Vesting Date, subject to paragraph 2.C.; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. Notwithstanding the foregoing, if the Payout Date (as defined in paragraph 2.C.) is more than six (6) months after the termination date, the Participant shall surrender all unvested Restricted Stock Units and, in exchange therefore, the Participant will receive a cash payment equal in value to the Award to which the Participant would have been entitled had the Participant’s employment continued through the Vesting Date, and such cash payment shall be paid as soon as practicable following the Participant’s termination date. For purposes of the foregoing, the amount of any cash to be paid in lieu of Common Stock shall be determined on the basis of the Fair Market Value of the Common Stock as of the date on which it is paid.

Exchange Control Restrictions. To facilitate compliance with any applicable laws or regulations in the PRC, the Participant agrees to the sale of any shares of Common Stock to be issued upon vesting and settlement of the Award. The sale will occur (i) immediately upon vesting and settlement of the Award, (ii) following the Participant’s termination of employment with the Employer, the Company or a Subsidiary, or

(iii) within any other time frame as the Company determines to be necessary to facilitate compliance with local regulatory requirements. The Participant further agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such shares (on the Participant’s behalf pursuant to this authorization) and the Participant expressly authorizes the Company’s designated broker to complete the sale of such shares. The Participant acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the shares at any particular price. Upon the sale of the shares, the Company agrees to pay the Participant the cash proceeds from the sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Participant agrees that the payment of the cash proceeds will be subject to the repatriation requirements described below.

The Participant further agrees that any shares to be issued to the Participant shall be deposited directly into an account with the Company’s designated broker. The deposited shares shall not be transferable (either electronically or in certificate form) from the brokerage account. This limitation shall apply both to transfers to different accounts with the same broker and to transfers to other brokerage firms. The limitation shall apply to all shares issued to the Participant under the Plan, whether or not the Participant continues to be employed by the Company or one of its Subsidiaries. If the Participant sells shares issued upon vesting and settlement of the Award, the repatriation requirements described below shall apply.

The Participant understands and agrees that, if he or she is subject to exchange control laws and regulations in the PRC (as determined by the Company in its sole discretion), the Participant will be required to repatriate the proceeds from the sale of shares of Common Stock and any dividends or Dividend Equivalents received in relation to the shares to the PRC. The Participant further understands that, under local law, such repatriation of his or her cash proceeds may need to be effectuated through a special exchange control account established by the Company, a Subsidiary or the Employer, and the Participant hereby consents and agrees that any proceeds from the sale of any shares, dividends or Dividend Equivalents the Participant receives may be transferred to such special account prior to being delivered to the Participant. The Participant also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company’s designated brokerage firm) to effectuate such transfers and shall otherwise cooperate with the Company with respect to exchange control matters. The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to the Participant in U.S. dollars, the Participant understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to the Participant in local currency, the Participant acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Participant agrees that, if required by the Company, he or she will bear any currency fluctuation risk between the time the proceeds are received and the time (i) the Tax-Related Items are converted to local currency and remitted to the tax authorities and/or (ii) the net proceeds are converted to local currency and distributed to the Participant. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Labor Law Acknowledgement. By accepting the Award, the Participant acknowledges that pursuant to Article 128 of the Colombia Labor Code, the Plan and related benefits do not constitute a component of “salary” for any purposes.  To this extent, the Participant understands they will not be included and/or considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount that may be payable.

Securities Law Notice. The shares of Common Stock are not and will not be registered in the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores) and therefore the shares may not be offered to the public in Colombia. Nothing in this document should be construed as the making of a public offer of securities in Colombia.

There are no country-specific provisions.

There are no country-specific provisions.

Danish Stock Option Act. By accepting this Award, the Participant acknowledges that he or she has received a Danish translation of an Employer Statement, which includes a description of the treatment applicable to the Restricted Stock Units upon a Termination, as required by the Danish Act on the Use of Rights to Purchase or Subscribe for Shares etc. in Employment Relationships (the “Stock Option Act”), to the extent the Stock Option Act applies to the Restricted Stock Units. The Employer Information Statement is accessible in the Document Library section of the Fidelity Stock Plan Services, LLC website at www.fidelity.com.

There are no country-specific provisions.

There are no country-specific provisions.

There are no country-specific provisions.

Language Consent. By clicking on the “I accept” button or by signing and returning this document providing for the terms and conditions of the grant, the Participant confirms having read and understood the documents relating to this grant (the Plan and this Agreement) which were provided to the Participant in the English language. The Participant accepts the terms of those documents accordingly.

Foreign Asset / Account Reporting Information. German residents holding shares of Common Stock must notify their local tax office of the acquisition of Common Stock when they file their tax returns for the relevant year if the resident holds at least 1% of the Company and the value of the shares for all Common Stock acquired exceeds EUR 150,000 or the resident holds Common Stock exceeding 10% of the Company’s total Common Stock.

There are no country-specific provisions.

There are no country-specific provisions.

Securities Law Notice. The grant of an Award and the shares of Common Stock to be issued upon settlement of an Award do not constitute a public offer of securities and are available only to employees of the Company or a Subsidiary or affiliate.

WARNING: The Participant should be aware that the contents of the Agreement, including this Appendix, and the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong nor have the documents been reviewed by any regulatory authority in Hong Kong. The Restricted Stock Units are intended only for the personal use of each eligible employee of the Company, its Subsidiaries and affiliates and may not be distributed to any other person. If the Participant is in any doubt about any of the contents of the Agreement, including this Appendix, or the Plan, the Participant should obtain independent professional advice.

Occupational Retirement Schemes Ordinance Notification. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

There are no country-specific provisions.

Exchange Control Notice. The Participant must repatriate any proceeds from the sale of shares of Common Stock or the receipt of dividends paid on such shares of Common Stock to India within such period of time as may be required under applicable regulations. The Participant should obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. The Participant is also responsible for complying with any other exchange control laws in India that may apply to the Restricted Stock Units or the shares of Common Stock acquired under the Plan.

Language Consent and Notification. By accepting the Restricted Stock Units, the Participant (i) confirms having read and understood the documents relating to the grant (i.e., the Plan and the Agreement) which were provided in the English language, (ii) accepts the terms of those documents accordingly, and (iii) agrees not to challenge the validity of this document based on Law No. 24 of 2009 on National Flag, Language, Coat of Arms and National Anthem or the implementing Presidential Regulation (when issued).

Plan Document Acknowledgement. In accepting the Award, the Participant acknowledges that the Participant has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement, including this Appendix.

The Participant further acknowledges that the Participant has read and specifically and expressly approves the following paragraphs of the Agreement: Terms and Conditions of the Award; Applicable Law; Entire Agreement; Venue; Taxes; Electronic Delivery and Acceptance; Data Privacy; Language; Imposition of Other Requirements and Appendix.

Exchange Control Notice. If the Participant acquires shares valued at more than JPY 100 million in a single transaction, the Participant must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days after the acquisition of the shares.

Securities Law Notice. This offer is addressed only to certain eligible employees in the form of shares of Common Stock to be issued by the Company. The Plan and the Agreement have not been approved, nor do they need to be approved, by the National Bank of Kazakhstan. The offer is intended only for the original recipient and is not for general circulation in the Republic of Kazakhstan.