Exhibit 10.1

COVIA HOLDINGS CORPORATION

SCR-SIBELCO NV

THE OTHER STOCKHOLDERS NAMED HEREIN

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

Dated as of September 1, 2019

Contents

Contents

ClausePage

INDEX OF DEFINED TERMS

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as executed and as it may be amended, modified, supplemented or restated from time to time, as provided herein, this Agreement), dated as of September 1, 2019, is entered into by and among Covia Holdings Corporation (formerly known as Unimin Corporation), a Delaware corporation (the Company), SCR-Sibelco NV, a Belgian public company (Sibelco), and each Person identified on Schedule A attached hereto and executing a signature page hereto and each other Person who after the date hereof acquires securities of the Company and agrees to become a party to, and bound by, this Agreement as a “Stockholder” by executing a Joinder Agreement (each, a Stockholder and, collectively with Sibelco, the Stockholders). The Company, Sibelco and the Stockholders are sometimes referred to herein collectively as the Parties and individually as Party.

R E C I T A L S

WHEREAS, on December 11, 2017 the Company entered into that certain Agreement and Plan of Merger (the Merger Agreement) by and among the Company, Bison Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (Merger Sub), Bison Merger Sub I, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (Merger Sub LLC) and Fairmount Santrol Holdings Inc., a Delaware corporation (Fairmount), pursuant to which, among other things, the parties thereto agreed to effect: (i) a business combination through the merger of Merger Sub with and into Fairmount (the Merger), with Fairmount being the surviving corporation and a wholly-owned subsidiary of the Company; and (ii) a further business combination through the second merger of Fairmount into Merger Sub LLC (the Second Merger and, together with the Merger, the Mergers) immediately following the consummation of the Merger, with Merger Sub LLC surviving the Second Merger as a wholly-owned subsidiary of the Company;

WHEREAS, as a condition to the closing of the Mergers, the Company and the Stockholders entered into that certain Stockholders Agreement, dated June 1, 2018 (the Effective Date) to set forth their understanding and agreement as to the shares of Company Common Stock held by the Stockholders, including the voting, tender and transfer of such shares under the circumstances set forth therein (the Original Agreement);

WHEREAS, the Parties desire to amend and restate the Original Agreement as set forth herein in order to reflect a reduction in the size of the Board;

WHEREAS, Section 7.7 of the Original Agreement provides that, during the Restricted Period, it may be amended by an instrument in writing signed by all the Parties, provided, however, that any such amendment is approved by a majority of the Fairmount Independent Directors;

WHEREAS, on or prior to the date hereof, the execution of this Agreement has been approved by the Board (including a majority of the Fairmount Independent Directors); and

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree that the Original Agreement is amended and restated in its entirety to read as follows:

ARTICLE I
DEFINITIONS

Section 1.1Definitions

Definitions. When used in this Agreement with initial capital letters, the following terms have the meanings specified or referred to in this Section 1.1:

Affiliate means, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such first Person, including any partner, member, stockholder or other equity holder of such Person or manager, director, officer or employee of such Person (where control for the purposes of this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or partnership or other ownership interests, by contract, as trustee or executor, or otherwise);

Agreement has the meaning set forth in the Preamble;

Applicable Law means all applicable laws, statutes, orders, rules, regulations, ordinances, policies or guidelines promulgated, or judgments, decisions, orders or decrees entered by any Governmental Authority;

Business Day means any day, other than Saturday or Sunday or other day on which commercial banks are authorized or required by Applicable Law to close in Brussels, Belgium, Cleveland, Ohio or New York City, New York;

Bylaws means the bylaws of the Company, as may be amended, modified, supplemented or restated from time to time;

Capital Stock means the Common Stock and any other class or series of capital stock or other equity securities of the Company, whether authorized or issued as of or after the Effective Date;

Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company, as filed on the Effective Date with the Secretary of State of the State of Delaware as may be amended, modified, supplemented or restated from time to time;

Change of Control of Sibelco means, with respect to Sibelco, (i) the acquisition by any other Person, directly or indirectly, of record or beneficial ownership of more than 50% of the total voting securities of Sibelco, (ii) the acquisition by any other Person of all or substantially all of the consolidated assets of Sibelco, or (iii) the acquisition by any other Person of the ability to vote or direct the voting securities of Sibelco for the election of a majority of Sibelco’s directors;

Common Stock means a share of common stock, par value $0.01, of the Company, together with any other class of common stock of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or similar reorganization;

Exchange means the New York Stock Exchange;

Exchange Act means the Securities Exchange Act of 1934, as amended;

Fair Market Value of any asset as of any date means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm’s length transaction, as determined in good faith by the Fairmount Independent Directors, based on such factors as the Fairmount Independent Directors, in the exercise of their reasonable business judgment, considers relevant;

Governmental Authority means any national, federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority;

IFRS means the International Financial Reporting Standards and IFRS Interpretations Committee interpretations as adopted by the European Union, in each case, as in effect from time to time;

Independent Director means any Director who qualifies as an “independent” director under the applicable rules of the Exchange;

Joinder Agreement means the Joinder Agreement to this Agreement in form and substance attached hereto as Exhibit A;

New Securities means any authorized but unissued Shares or any Stock Equivalents;

Person means a natural person, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity;

Pre-emptive Pro Rata Portion means, for any Stockholder as of any particular time, a fraction determined by dividing (a) the number of voting Shares owned by such Stockholder immediately prior to such time by (b) the aggregate number of voting Shares owned by all of the stockholders of the Company immediately prior to such time.

Public Offering means any underwritten public offering pursuant to a registration statement filed in accordance with the Securities Act;

Representative means, with respect to any Person, any and all officers, directors, employees, consultants, financial advisors, counsel, accountants and other agents of such Person;

Rule 13e-3 Transaction means any transaction initiated by Sibelco or any of the Sibelco-related Parties or Representatives that would qualify as a “Rule 13e-3 transaction” as defined in Rule 13e-3 of the Exchange Act;

Securities Act means the Securities Act of 1933, as amended;

Sibelco’s Proportional Ownership means, as of any date of determination, the percentage represented by the quotient of (i) the number of shares of Common Stock that are beneficially owned by Sibelco and any Sibelco-related Party (it being understood that, for the avoidance of doubt, “beneficially owned” shall not include ownership of  options or shares of Common Stock that are issuable upon conversion, exchange or exercise of any equity security of the Company), and (ii) the number of all outstanding shares of Common Stock;

Shares means shares of:

in each case together with any Stock Equivalents thereon, purchased, owned or otherwise acquired by a Stockholder as of or after the Effective Date, and any securities issued in respect of any of the foregoing, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or similar reorganization;

Sibelco-related Party means any Affiliate of Sibelco, other than the Company and its Subsidiaries;

Stock Equivalents means any security or obligation that is by its terms, directly or indirectly, convertible into or exchangeable or exercisable for Shares, and any option, warrant or other right to subscribe for, purchase or acquire Shares or Stock Equivalents (disregarding any restrictions or limitations on the exercise of such rights);

Transfer means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any shares of Capital Stock or Stock Equivalents owned by a Person or any interest (including a beneficial interest) in any Capital Stock or Stock Equivalents owned by a Person. Transfer, when used as a noun, shall have a correlative meaning.  For the avoidance of doubt, any Transfer of any equity securities of Sibelco or any Sibelco-related Party that does not, directly or indirectly, hold any Shares shall not be considered a Transfer for the purposes of this Agreement; and

Trigger Date has the meaning set forth in the Certificate of Incorporation.

Section 1.2Interpretation

When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement, unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar

import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The term “or” is not exclusive.  The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”  All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated.  References to a Person are also to its permitted successors and assigns.  Unless otherwise specifically indicated, all references to “dollars” or “$” will be deemed references to the lawful money of the United States of America.

ARTICLE II
BOARD OF DIRECTORS

Section 2.1Board Composition

For the avoidance of doubt, subject to ‎Section 2.2, at no time prior to the Third Annual Meeting will the number of Sibelco Directors be greater than one more than half of the total Board and the sole and exclusive right of Sibelco or any Sibelco-related Party to nominate any Director is limited to Section 2.1(a)(ii)(A)(I) or Section 2.1(a)(iii)(B)(I).

Section 2.2Vacancies

Section 2.3Transactions Requiring Fairmount Director Approval

ARTICLE III
PRE-EMPTIVE RIGHTS

Section 3.1Pre-emptive Right

Section 3.2Procedure

ARTICLE IV
RESTRICTIONS ON TRANSFER

Section 4.1Lockups.

Section 4.2Permitted Transfers

Notwithstanding Section 4.1 or any other provision herein, during the Restricted Period and at all other times, Sibelco may Transfer Shares:

ARTICLE V
ADDITIONAL AGREEMENTS

Section 5.1Standstill Restriction

Section 5.2Ownership Cap

Unless approved by a majority of the Independent Directors, Sibelco will not, and will cause the Sibelco-related Parties not to acquire any Shares if such acquisition would result in Sibelco and the Sibelco-related Parties beneficially owning more than:

Section 5.3Information Rights

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

Section 6.1Representations and Warranties

Each Stockholder, severally and not jointly, represents and warrants to the Company that:

Section 6.2Survival. Subject to the other provisions of this Agreement, the representations and warranties contained in Section 6.1 shall survive the date of this Agreement and shall remain in full force and effect for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof).

ARTICLE VII
MISCELLANEOUS

Section 7.1Further Assurances

In connection with this Agreement and the transactions contemplated hereby, the Company and each Stockholder hereby agree, at the request of the Company or any Stockholder, to execute and deliver such additional documents, instruments, conveyances and assurances and to take any other actions and do any things necessary to carry out the provisions hereof and give effect to the transactions contemplated hereby.

Section 7.2Notices

All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, or, if confirmed, faxed or emailed, or sent by overnight courier (providing proof of delivery) to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

Section 7.3Headings

The headings, table of contents and index of defined terms contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 7.4Severability

If any term or other provision of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by Applicable Law in a mutually acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 7.5Entire Agreement; No Third-Party Beneficiaries; No Additional Representations

Section 7.6Successors and Assigns; Assignment

Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties; provided, however, that Sibelco may assign its rights, interests or obligations under this Agreement, in whole or in part, without the prior written consent of the other Parties to any wholly owned Affiliate of Sibelco that holds or owns Shares; provided further, however, that any such assignment shall not relieve Sibelco of its obligations hereunder.  Any purported assignment in violation of the preceding sentence shall be void.  Subject to the preceding two sentences and the rights and restrictions on Transfers set forth in this Agreement, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective permitted successors and assigns

Section 7.7Amendment

No provision of this Agreement may be amended or modified except by an instrument in writing signed by all the Parties and, if applicable, duly approved by such Party’s board of directors or a duly authorized committee thereof; provided, however, that any amendment or modification of this Agreement must be approved by a majority of the Fairmount Independent Directors during the Restricted Period and, thereafter, by a majority of the Independent Directors. Any such written amendment or modification will be binding upon the Company and each Stockholder.

Section 7.8Waiver

No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. For the avoidance of doubt, nothing contained in this Section 7.8 shall diminish any of the explicit and implicit waivers described in this Agreement.

Section 7.9Governing Law

This Agreement and all actions (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of the Company or any Stockholder in the negotiation, administration, performance and enforcement thereof shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under any applicable principles of conflicts of laws thereof.

Section 7.10Submission to Jurisdiction

In any suit, action or proceeding between the Parties arising out of or relating to this Agreement or any of the transactions contemplated hereby, each of the Parties (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware or any federal court sitting in the State of Delaware; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (iii) agrees that it will not bring any such action in any court other than the Court of Chancery for the State of Delaware in and for New Castle County, Delaware, or any federal court sitting in the State of Delaware and appellate courts thereof.  Each Party irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in this Section 7.10 in any such suit, action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 7.2.  However, the foregoing shall not limit the right of a Party to effect service of process on any other Party by any other legally available method.  

Section 7.11Waiver of Jury Trial

EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  

Section 7.12Specific Enforcement

The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor.  It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and (as an integral and essential part of the transactions contemplated hereby without which the parties would not have entered into this Agreement) to enforce specifically the performance of terms and provisions of this Agreement in any court referred to in Section 7.10, without proof of actual damages (and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity.  The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.

Section 7.13Counterparts

This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more

counterparts have been signed by each of the Parties and delivered (including by electronic transmission) to the other Parties.

Section 7.14Enforcement by Fairmount Directors

All of the Company’s rights under this Agreement may be enforced by the Fairmount Directors; provided that nothing in this Agreement shall require the Fairmount Directors to act on behalf of, or enforce any rights of, the Company. Any recovery in connection with an action brought by the Fairmount Directors hereunder shall be for the proportionate benefit of all Stockholders.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

The Company:

COVIA HOLDINGS CORPORATION

By:  /s/ Chadwick P. Reynolds
Name:  Chadwick P. Reynolds
Title:    EVP, General Counsel

and Secretary

Sibelco:

SCR-SIBELCO NV

By:  /s/ Kurt Decat
Name:  Kurt Decat
Title:    Member Executive Committee

SCR-SIBELCO NV

By:  /s/ Laurence Boens
Name:  Laurence Boens
Title:    Member Executive Committee

Signature Page to the Amended and Restated Stockholders Agreement

Exhibit A
Form of Joinder Agreement

JOINDER AGREEMENT

This JOINDER AGREEMENT (this Joinder Agreement), dated as of [__], 201[_], is entered into by [Stockholder] (Joining Stockholder), for the benefit of the parties to the Stockholders Agreement (as defined below).

Reference is hereby made to the Amended and Restated Stockholders Agreement, dated as of [__], 201[_] (the Stockholders Agreement), by and among Covia Holdings Corporation (formerly known as Unimin Corporation), a Delaware corporation, SCR-Sibelco NV, a Belgian public company, and each Person identified on Schedule A attached thereto.  Capitalized terms used but not defined herein shall have the meaning set forth in the Stockholders Agreement.

This Joinder Agreement is being executed and delivered by the undersigned in accordance with the Stockholders Agreement.

1.Joinder by Joining Stockholder.  Joining Stockholder agrees to, and does become party to, the Stockholders Agreement and agrees to be and is bound by all of such terms and conditions thereof applicable to a Stockholder as set forth in the Stockholders Agreement. This Joinder Agreement shall serve as a counterpart signature page to the Stockholders Agreement and by executing below, the undersigned is deemed to have executed the Stockholders Agreement as if an original party thereto, effective as of the date hereof.

2.Miscellaneous.  This Joinder Agreement is a part of, and governed by the terms of, the Stockholders Agreement.  Without limiting the foregoing, Article VII of the Stockholders Agreement is hereby incorporated, mutatis mutandis, into this Joinder Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed as of the date first written above

By:  __________________________
Name:
Title:

Schedule A

Stockholders

None.

Exhibit 10.2

Covia Holdings Corporation

3 Summit Park Drive, Suite 700

Independence, Ohio 44131

August 19, 2019

Mr. Richard A. Navarre

Covia Holdings Corporation

3 Summit Park Drive, Suite 700

Independence, Ohio 44131

Re:Chairman, President and CEO Appointment

Dear Rick:

On behalf of Covia Holdings Corporation (the “Company”), I am pleased to provide you with this letter agreement setting forth the principal terms of the compensation package to be provided to you by the Company for your services as Chairman, President and Chief Executive Officer of the Company, which appointment will be effective on September 1, 2019.

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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Rick, we are excited about your agreeing to serve the Company as Chairman, President and Chief Executive Officer.  Please feel free to contact me if you have any questions or concerns regarding your compensation package as outlined above.  If this letter accurately reflects your understanding as to your compensation package for serving as Chairman, President and Chief Executive Officer of the Company, please sign and date one copy of this letter and return the same to me for the Company’s records.

Very truly yours,

The above terms and conditions accurately reflect our understanding regarding the terms and conditions of my employment as Chairman, President and Chief Executive Officer of the Company, and I hereby confirm my agreement to the same.

Signature Page to Letter Agreement

EXHIBIT A

RESTRICTED STOCK UNIT AWARD AGREEMENT

RESTRICTED STOCK UNIT AGREEMENT

PURSUANT TO THE

COVIA HOLDINGS CORPORATION 2018 OMNIBUS INCENTIVE PLAN

*  *  *  *  *

Participant:  Richard A. Navarre

Grant Date: September 3, 2019

Number of Restricted Stock Units Granted: [●]

*  *  *  *  *

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Covia Holdings Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above.

WHEREAS, the Company adopted the Covia Holdings Corporation 2018 Omnibus Incentive Plan (as in effect and as amended from time to time, the “Plan”), which is administered by the Compensation Committee of the Board of Directors of the Company; and

WHEREAS, it has been determined to be in the best interests of the Company to grant the Restricted Stock Units (“RSUs”) provided herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1.Incorporation By Reference; Plan Document Receipt.  This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to this Agreement provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein.  Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan.  The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content.  In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2.Grant of Restricted Stock Unit Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above.  Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained

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in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.  

3.Vesting.

(a)General.  Subject to the provisions of Sections 3(b), 3(c), 3(d) and 3(e) hereof, the RSUs subject to this Agreement shall become vested as follows (each a “Vesting Date”), provided that the Participant has not incurred a Termination prior to each such Vesting Date:  

There shall be no proportionate or partial vesting in the periods prior to each Vesting Date and all vesting shall occur only on the appropriate Vesting Date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable Vesting Date.  If the foregoing schedule would produce fractional RSUs, the number of RSUs that vest shall be rounded down to the nearest whole RSU and the fractional RSUs will be accumulated so that the resulting whole RSU will be included in the number of RSUs that become vested on the last Vesting Date.

(b)Death or Disability.  Notwithstanding any provision herein to the contrary, if the Participant incurs a Termination prior to the final Vesting Date as a result of death or Disability (as defined below), then any RSUs that would have vested under Section 3(a) above during the one-year period following the date of death or Disability shall become vested upon the date of death or such Disability.  For purposes of this Agreement, “Disability” shall mean the Participant becoming disabled within the meaning of the Company’s long‑term disability plan applicable to the Participant.

(c)Retirement.  Notwithstanding any provision herein to the contrary, if the Participant incurs a Termination on account of Retirement (as defined below) prior to the final Vesting Date, then the RSUs shall continue to vest as provided in Section 3(a) above during the one-year period following the Participant’s Retirement as if the Participant had not incurred a Termination.  Any RSUs that do not become vested in accordance with the immediately preceding sentence shall be immediately forfeited upon the Participant’s Retirement.  For purpose of this Agreement, “Retirement” means the Participant’s voluntary Termination other than for Cause, after attaining age fifty-five (55) and providing at least ten years of service to the Company or any of its Subsidiaries.  

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(d)Change in Control.  

(i)In the event a Change in Control (as defined below) occurs before the RSUs become fully vested and the Participant remains in the continuous employ or service of the Company or any of its Subsidiaries on the date of such Change in Control, then the RSUs will become fully vested on the date of the Change in Control (the “Change in Control Date”). For purposes of this Agreement, the term “Change in Control” shall mean as such term is defined in the Plan, except that a Change in Control shall not be deemed to have occurred for purposes of this Agreement unless the event constituting the Change in Control constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and its corresponding regulations.   For the avoidance of doubt, if the Change in Control does not constitute a permitted change in control event under section 409A of the Code, then the RSUs shall not vest on the occurrence of the Change in Control.  Notwithstanding the foregoing, if the RSUs do not constitute “deferred compensation” under Section 409A of the Code, the Company may provide that a Replacement Award (as defined below) is provided to the Participant in accordance with Section 3(d)(ii) to continue, replace or assume the RSUs covered by this Agreement in the event of a Change in Control (the “Replaced Award”).

(ii)For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or an Affiliate of the Company or its successor following the Change in Control, (D) if the Participant holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Participant under the Code are not less favorable to such Participant than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Participant holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control).  A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code.  Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied.  The determination of whether the conditions of this Section 3(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

(iii)If, after receiving a Replacement Award, the Participant experiences an involuntary Termination by the Company or one of its Subsidiaries (or any of their successors (as applicable, the “Successor”)) without Cause or a voluntary Termination by the Participant for Good Reason, in each case within a period of two years after the Change in Control and during the remaining vesting period for the Replacement Award, the Replacement Award shall become fully vested with respect to the time-based restricted stock units covered by such Replacement Award upon such Termination.  For the avoidance of doubt, a Replacement Award will remain subject to the vesting terms and conditions set forth in Sections 3(b) and 3(c), including vesting upon Termination on account of death, Disability or Retirement, if applicable.  For purposes of this

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Agreement, the term “Good Reason” shall have the meaning given to that term in any written employment agreement, offer letter, severance agreement or severance plan between the Company or its Affiliates and the Participant, or if no such agreement exists or if such term is not defined therein: (A) a material reduction in the nature or scope of responsibilities, authorities, reporting relationship, responsibilities or duties of the Participant attached to the Participant’s position held immediately prior to the Change in Control; (B) a change of more than fifty (50) miles in the location of the Participant’s principal office immediately prior to the Change in Control; or (C) a material reduction in the Participant’s base salary or target annual bonus opportunity upon or after the Change in Control; provided, that no later than thirty (30) days following an event constituting Good Reason, the Participant gives notice to the Company or the Successor following the Change in Control of the occurrence of such event and such entity fails to cure the event within thirty (30) days of receipt of such notice.  The Committee shall have the sole discretion to determine whether Good Reason exists for purposes of this Section 3(d), and its determination shall be final.  If the Participant does not experience a voluntary Termination for Good Reason within ninety (90) days after the first occurrence of the event constituting Good Reason, then the Participant will be deemed to have waived his or her right to a Termination for Good Reason under this Agreement.

(e)Leave of Absence.  With respect to this Agreement, the Company may, in its sole discretion, determine that if the Participant is on a leave of absence for any reason, the Participant will be considered to still be in the employ of, or providing services to, the Company, provided that rights to the RSUs during a leave of absence may be limited to the extent to which those rights were earned or vested when the leave of absence began, and provided further, that no “separation from service” has occurred, as such term is defined in Section 409A.

(f)Forfeiture.  Except as otherwise provided herein, all unvested RSUs shall be immediately forfeited upon the Participant’s Termination for any reason. Notwithstanding any provision of this Agreement to the contrary, all unvested RSUs (including any RSUs that may have vested but not been delivered pursuant to Section 4) shall also be immediately forfeited upon the Participant’s violation of any provision set forth in Section 7, as determined by the Company.

4.Delivery of Shares.  The Participant will receive the number of shares of Common Stock that correspond to the number of RSUs that become vested under Section 3, as soon as reasonably practicable following (but no later than thirty (30) days following) the earliest to occur of the: (i) applicable Vesting Date; (ii) Participant’s Termination on account of death, Disability or Retirement, or (iii) Change in Control Date.  For purposes of clarity, if any RSUs become vested pursuant to Section 3(c) above as a result of Termination on account of Retirement, if such Termination does not constitute a “separation from service” within the meaning of Section 409A of the Code, then the shares of Common Stock that correspond to the number of RSUs that become vested will not be issued or transferred until the Participant’s separation from service.

5.Dividends; Rights as Stockholder.  

(a)Dividends.  Cash dividends on shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to

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the Participant in accordance with the provisions hereof.  Stock dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such stock dividends shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof.  For purposes of clarity, if the RSUs are forfeited by the Participant pursuant to the terms of this Agreement, then the Participant shall also forfeit the cash dividends and stock dividends set forth in this Section 5, if any, accrued with respect to such forfeited RSU.  

(b)Rights as Stockholder.  Except as otherwise provided herein, the Participant shall have no rights of ownership in and no right to vote the shares of Common Stock covered by any RSU until the date on which the shares of Common Stock covered by the RSUs are issued or transferred to the Participant pursuant to Section 4 above.

6.Non-Transferability.  No portion of the RSUs may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the RSUs as provided herein, unless and until payment is made in respect of vested RSUs in accordance with the provisions hereof and the Participant has become the holder of record of the vested shares of Common Stock issuable hereunder.

7.Restrictive Covenants.  As consideration for the award of RSUs in this Agreement, the Participant agrees to following restrictive covenants:

(a)Non-Solicitation.  During the Participant’s employment or service with the Company, its Subsidiaries or its Affiliates (the “Entities”) and for a period of one year after the termination of such employment or service for any reason, the Participant hereby agrees that the Participant will not, unless acting with the prior written consent of the Entities, directly or indirectly, (i) solicit or divert business from, or attempt to convert any client, account or customer of the Entities, with whom the Participant had contact or made contact, or about whom the Participant obtained confidential information or trade secrets, within the course of the Participant’s employment with the Entities within the twenty four (24) month period immediately preceding the termination of the Participant’s employment, for the purpose of performing or supervising the performance of competing services, or (ii) solicit any employee of the Entities or any person who has been an employee of the Entities on or at any time during the twelve (12) months immediately preceding the termination of the Participant’s employment.  Nothing in this Agreement prohibits the Participant from hiring an individual who responds to a job posting made available to the general public so long as the Participant does not solicit or otherwise initiate such contact during the one year following termination of the Participant’s employment.

(b)Confidential Information. The Participant recognizes and acknowledges that, by reason of the Participant’s relationship to the Entities, the Participant has had and will continue to have access to confidential information of the Entities, including, without limitation, information and knowledge pertaining to products and services offered, innovations, designs, ideas, plans, trade secrets, proprietary information, distribution and sales methods and systems, sales and profit figures, customer and client lists, and relationships between the entities (“Confidential Information”). The Participant acknowledges that such Confidential Information is a valuable and unique asset and covenants that, except as permitted in Section 7(d), the Participant

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will not, either during or after the Participant’s employment with or provision of service to the Entities disclose or use any such Confidential Information to any person for any reason whatsoever without the prior written authorization of the Company; unless such information is in the public domain through no fault of the Participant or except as may be required by law.

(c)Non-Disparagement.  Except as provided in Section 7(d), the Participant hereby agrees that, in communications with persons other than the Entities, the Participant shall not make any negative comments or disparaging remarks, in writing, orally or electronically, about any of the Entities or their respective directors, officers, products and/or services.  Notwithstanding the foregoing, this Section shall not be construed to prohibit or restrain any criticism or other statements made in communications exclusively between or among the Entities or their respective employees, agents or representatives to the extent such communications or statements are made in the ordinary course of business or in the discharge by the Participant of the Participant’s duties and responsibilities on behalf of the Entities. The obligations of the Participant under this Section shall continue after the termination of the Participant’s employment with or provision of service to the Entities.

(d)Reports to Government Entities.  Nothing in this Agreement restricts or prohibits the Participant from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation.  However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s right to receive any individual monetary relief from the Entities resulting from such claims or conduct, regardless of whether the Participant or another party has filed them, and in the event the Participant obtains such monetary relief, the Entities will be entitled to an offset against the award underlying this Agreement.  This Agreement does not limit the Participant’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law.  The Participant does not need the prior authorization of the Company to engage in conduct protected by this Section, and the Participant does not need to notify the Company that the Participant has engaged in such conduct.  The Participant is hereby notified that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.  Pursuant to the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

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(e)Equitable Remedies.   The restrictions contained in this Section 7 are necessary for the protection of the business and goodwill of the Company and are considered by the Participant to be reasonable for such purpose.  The Participant agrees that any breach of the restrictions is likely to cause the Entities substantial and irrevocable damage which is difficult to measure.  Therefore, in the event of any such breach or threatened breach, the Participant agrees that the Company, in addition to such other remedies which may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions of this Agreement without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The Participant hereby waives the adequacy of a remedy at law as a defense to such relief.

8.Company Recoupment of Awards.  This Agreement is subject to any written recoupment policies of the Company and any right or obligation the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.  Any such policy or right or obligation may subject this Agreement and any amounts paid or realized with respect to this Agreement made pursuant to this Agreement to reduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur.

9.Governing Law.  All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof, except to the extent Delaware state law is preempted by federal law.  The obligation of the Company to sell and deliver Common Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Common Stock.

10.Withholding of Tax.  The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the RSUs and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement.  Unless otherwise determined by the Committee or if the Participant pays the withholding tax obligation in cash, any withholding tax obligation with regard to the Participant will be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to the Participant hereunder by an amount necessary to cover the applicable withholding taxes.

11.Securities Representations.  This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant.  The Participant hereby acknowledges, represents and warrants that:

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(a)The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 11.

(b)If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register such shares of Common Stock (or to file a “re-offer prospectus”).

(c)If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

12.Entire Agreement; Amendment.  This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter.  Notwithstanding the immediately preceding sentence, this Agreement shall not supersede any prior agreements between the parties containing restrictive covenants (including but not limited to confidentiality and noncompetition covenants) and any such restrictive covenants shall continue in full force and effect.  If applicable, any inconsistency between the restrictive covenants set forth in this Agreement and any other agreement shall be interpreted to provide the maximum level of enforceability and protection to the Company. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan.  

13.Notices.  Any notice hereunder by the Participant shall be given to the Company or the Committee in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company.  Any notice hereunder by the Company or the Committee shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.  Any person entitled to notice hereunder may waive such notice in writing.

14.No Right to Employment.  Any questions as to whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee.  Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause.

15.Transfer of Personal Data.  The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the RSUs awarded under this Agreement for legitimate business

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purposes (including, without limitation, the administration of the Plan and the Company’s obligation to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation).  This authorization and consent is freely given by the Participant.

16.Compliance with Laws.  The Company shall make reasonable efforts to comply with all applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law, rule regulation or exchange requirement applicable thereto; provided, however, notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue the RSUs or any shares of Common Stock pursuant to this Agreement if any such issuance would violate any such requirements.  As a condition to the settlement of the RSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

17.Compliance With Section 409A of the Code.  To the extent applicable, it is intended that this Agreement and the Plan comply with, or be exempt from, the provisions of Section 409A of the Code.  This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Participant).  Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.  Notwithstanding the foregoing, if the RSUs constitute “deferred compensation” under Section 409A of the Code and the RSUs become vested and settled upon the Participant’s Termination, payment with respect to the RSUs shall be delayed for a period of six (6) months after the Participant’s Termination if the Participant is a “specified employee” as defined under Section 409A of the Code and if required pursuant to Section 409A of the Code.  If payment is delayed, the RSUs shall be settled and paid within thirty (30) days after the date that is six (6) months following the Participant’s Termination.  Payments with respect to the RSUs may only be paid in a manner and upon an event permitted by Section 409A of the Code, and each payment shall be treated as a separate payment, and the right to a series of installment payments under the RSUs shall be treated as a right to a series of separate payments.  In no event shall the Participant, directly or indirectly, designate the calendar year of payment.  

18.Binding Agreement; Assignment.  This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns.  The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

19.Headings.  The titles and headings of the various Sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

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20.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

21.Further Assurances.  Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

22.Severability.  The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

23.Acquired Rights.  The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of RSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the RSUs awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary or bonus compensation and shall not be considered as part of such salary or bonus compensation in the event of severance, redundancy or resignation or for purposes of any employee benefit plans.  

24.Electronic Delivery.  The Company may, in its sole discretion, deliver any documents related to the RSUs and the Participant’s participation in the Plan, or future awards that may be granted under 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, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

25.Data Privacy.  The Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data by and among, as applicable, the Company and its Subsidiaries, for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.  The Participant hereby understands that the Company and its Subsidiaries hold (but only process or transfer to the extent required or permitted by local law) the following personal information about the Participant: the Participant’s name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all RSUs or any other entitlement to shares Common Stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).  The Participant hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country or

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elsewhere (including countries outside of the European Economic Area such as the United States of America), and that the recipient’s country may have different data privacy laws and protections than the Participant’s country.  The Participant hereby understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative.  The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any shares acquired upon vesting of the RSUs.  The Participant hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan and in accordance with local law.  The Participant hereby understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative.  The Participant hereby understands, however, that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan.  For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant hereby understands that the Participant may contact the Participant’s local human resources representative.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

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