Equity Awards:
You will be eligible for 2025 long-term incentive awards with a total target value equal to your 2024 total target value and delivered in the same vehicles and
mix as the long-term incentive grants to members of the Company’s Executive Committee. Your 2025 long-term incentive awards will be subject to the terms of the Company’s 2021 Long-Term Incentive Plan (the “LTIP”) and the
Company’s standard form of equity award agreements, provided that your 2025 performance stock unit award will be eligible for full vesting based on actual performance following your retirement from the Company. You will not be eligible to
participate in the Company’s 2026 long-term incentive program; however, as an inducement for you to remain with the Company as an Executive Advisor, you will be eligible to receive restricted stock units (“RSUs”) in December 2025 with
a total target value equal to $1,000,000. The RSUs will vest 100% on December 31, 2026, subject to your continued employment through the vesting date, and will not be eligible for vesting upon retirement prior to the vesting date. Your RSU
award will also be subject to the LTIP and the Company’s standard form of equity award agreement with full vesting upon a termination by the Company without Cause (as defined in your CPA).
Outstanding Long-Term Incentive Plan Equity:
Your
outstanding equity awards will continue to vest during your period of service with the Company in accordance with the terms of the LTIP and the underlying equity award agreements and will be eligible for retirement vesting in accordance with their
terms.
Benefit Programs:
You will continue to be
eligible for the Company’s benefit programs, including medical, dental, vision, life, short-term disability, and long-term disability, as well as the Executive Health Program, in each case, in accordance with their terms.
You will also continue to be eligible to participate in the Company’s 401(k) and Profit Sharing Plan.
Compensation Protection Agreement:
You will continue to
be subject to your CPA through December 31, 2025, provided that you acknowledge that your change in role to President, International and Vice Chair and the associated change in responsibilities and duties does not constitute a basis to
terminate for Good Reason (as defined in your CPA). In addition, as consideration for your continued Engagement under the terms set forth herein, you agree that you shall no longer have a right to terminate employment due to Good Reason under your
CPA. As of January 1, 2026, you will cease to be eligible for severance benefits under your CPA other than continued access to the Company’s medical plan that you are eligible to receive in the event of a termination of employment for any
reason other than a termination by the Company for Cause (as defined in your CPA), as contemplated in your CPA.
End of Engagement:
Except as otherwise mutually agreed to by the parties, the Engagement and your employment with the Company will end on December 31, 2026.
Additional Information
For the
LTIP and benefit programs mentioned above, the plan documents and any applicable award agreements for each control eligibility and the terms of the benefit. Further, you acknowledge that you shall remain subject to any
non-competition, non-solicitation, confidentiality or protection of trade secrets (or similar provision regarding intellectual property) covenant by which you are bound
under any agreement between you and the Company and its subsidiaries. Further, since you will remain employed through the Engagement your obligations under your Noncompetition Agreement do not begin to run until your employment ends.
* * * * * * * * *
If the terms and conditions
in this letter are acceptable to you, please sign below and return a signed copy.
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