Amendment to Your Executive Employment Agreement Dated June 3, 2022
By your signature below, you accept the Offer of the Special Advisor Role dated September 12, 2025, and acknowledge and agree to amend your Executive Employment Agreement dated June 3, 2022 (the “Agreement”) to reflect that:
1.
your compensation and benefits, including your eligibility for merit increases and grants of Restricted Stock Units, Performance Stock Units, and Incentive Stock Options, will continue to be provided on the same basis as currently provided through your retirement date of January 10, 2027 (the “Retirement Date”);
2.
your acceptance of the change in your title, role and responsibilities to Special Advisor means that such change will not qualify as Good Reason as that term is defined under Section 1.1(p) of your Agreement (the “Agreement”);
3.
you waive your right to claim any of the severance payments or benefits described in Section 2.6(b) of the Agreement due to the change in title, role and responsibilities described in this letter;
4.
in consideration for the change in role, within sixty (60) days of your retirement date of January 10, 2027, the Company will provide you with one times the sum of the benefits described in Section 2.6(b)(i) through 2.6(b)(ii) (i.e. one times your Annual Salary and one times the average of the last two payments of the Annual Incentive Bonus paid to you immediately preceding your Retirement Date, as determined by the Company), provided that you sign and do not revoke a general release that is substantially similar to the General Release Agreement attached as Appendix B to your Agreement; and
5.
Subject to Sections 3.11 and 3.12 of the Agreement, all Restricted Stock Units and Performance Stock Units granted to you prior to the Retirement Date shall vest in accordance with the applicable award agreements and plan documents for which they were granted.
Apart from the revisions described in this Amendment, all other terms of your Agreement will remain unchanged and in full force and effect, including your right to resign for Good Reason for any reason other than your change in role to Special Advisor, and the Company’s corresponding right to terminate your employment for Cause.
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