Offer Letter, effective February 9, 2020, between John W. Howard, Chief Financial Officer, and the Registrant

Paid Time Off: The Company believes that it is important for all associates to take time off to re-energize. We also believe that leaders should take responsibility for managing the integration of work and life by managing the ever-present needs of the business and their own personal need to spend time away from work rejuvenating.   Company leaders are encouraged to take time off as needed. Time off will not be accrued or tracked.

Severance. You will be entitled to severance benefits consistent with similarly situation executive officers, which benefits will include the following and be documented in a Severance Agreement substantially in the form of Severance Agreement filed on the Company’s Form 8-K dated October 29, 2019. In the event of any inconsistency between the terms of the Severance Agreement and those described herein, the terms of the Severance Agreement shall control. If the Company terminates your employment without Cause, or you resign for Good Reason, then the Company shall continue to pay you your base salary in effect as of

Change in Control. You will be entitled to severance benefits in connection with a Change in Control consistent with similarly situation executive officers, which benefits will include the following and be documented in a Change in Control Agreement substantially in the form of Change in Control Agreement filed on the Company’s Form 8-K dated November 8, 2018. In the event of any inconsistency between the terms of the Change in Control Agreement and those described herein, the terms of the Change in Control Agreement shall control. If your employment is terminated without Cause within two years following a Change in Control, or if you resign for Good Reason within such two year period, then the Company shall pay you, in a lump sum, an amount equal to two times the sum of (a) your base salary in effect as of the date of such termination or resignation (or, if greater, the base salary set forth in this letter) plus (b) your annual incentive bonus payment at target levels of performance, which total amount shall be subject to applicable withholding and deductions and shall be paid within sixty (60) days of such termination or resignation. In addition, if your employment is terminated without Cause within two years following a Change in Control, or if you resign for Good Reason within such two year period, you shall be entitled to your annual incentive bonus payment, prorated for your time of employment, based on actual performance and payable at the time it would otherwise be paid had your employment not terminated, subject to applicable withholding and deductions.  The LTI Grant, and any other equity or equity-based awards will become fully vested following a Change in Control (with all performance-based criteria deemed met at target levels of performance) upon your termination of employment if your employment is terminated by the Company without Cause or if you resign for Good Reason within two years after a Change in Control.

Restrictive Covenants; Recoupment; Definitions; Other Terms. In connection with your employment by the Company, you will be required to agree to restrictive covenants for the benefit of the Company and its subsidiaries on the same terms as other similarly situated executives. Your compensation shall be subject to recoupment pursuant to the Company’s policies from time to time in effect and you will be required to adhere to all applicable Company policies and procedures. Capitalized terms used but not defined herein will have the meanings provided in the Company’s compensation plans.