HSIC Henry Schein
Filed: 4 May 21, 4:29pm
THIS AGREEMENT (the “Agreement”) is made as of [GrantDate] (the “Grant Date”), by and between Henry Schein,Inc. (the “Company”) and
[Participant Name] (the “Participant”). Additional country-specificterms and conditions that govern the grant made hereunderare attached hereto on Annex 1,
which terms and conditions are incorporated by referenceherein and made a part of the Agreement.
, the Company has adopted the Henry Schein, Inc.2020 Stock Incentive Plan (as amended and restated effective asof May 21, 2020),
as amended from time to time (the “Plan”) (a copyof which is on file with the Company’s Corporate Human Resources Department and is availablefor
Participant to review upon request at reasonable intervalsas determined by the Company), which is administeredby a Committee appointed by the Company’s
Board of Directors (the “Committee”);
, the shares of the Company’s common stock are traded on the Nasdaq StockMarket under the symbol “HSIC”; and
, the Participant is a Key Employee of the Companyor a Subsidiary.
, for and in consideration of the mutual promises hereincontained, and for other good and valuable consideration,the receipt
and sufficiency of which are hereby acknowledged, the parties agreeas follows:
Subject to the restrictions and other conditions set forthherein, in the Plan and Annex 1, the Committee has authorizedthis grant of [Shares
Granted] Restricted Stock Units to the Participant on the GrantDate.
Except as set forth in Sections 2(c) and 2(d), fifty percent (50%)of the Restricted Stock Units shall vest on the first
anniversary of the Grant Date, and fifty percent (50%)of the Restricted Stock Units shall vest on the second anniversaryof the Grant Date (each, a “Scheduled
Payment Date”); in each case, provided that the Participanthas not had a Termination of Employment at any time prior to
the applicable Scheduled Payment
Except as set forth in Section 2(c), there shall be noproportionate or partial vesting in the periods prior to the vestingdate
and all vesting shall occur only on the vesting date; providedthat no Termination of Employment has occurred prior to such date.
The Restricted Stock Units shall vest on a pro-rated basis uponthe Participant’s Retirement, unless otherwise provided
expressly in a written agreement between the Participant andthe Company (or a Subsidiary).For purposes of this Section 2(c), the Participant shallqualify for
“Retirement” if (i) the Participant’s age (minimum 55) plus years of service withthe Company and its Subsidiaries equal or exceed 70, (ii)the Participant has
provided written notice of the Participant’s retirement to the Company at least30 days prior to the date of such retirement, and (iii) no Termination of
Employment has occurred prior to the date of such retirement.For purposes of determining the age and service requirementunder Section 2(c)(i), the
Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employmentanniversary, respectively.For purposes of
this Section 2(c), vesting on a pro-rated basis shall be calculatedas the difference between (x) the product of (A) the numberof Restricted Stock Units set forth
under Section 1 and (B) a fraction, the numerator of whichis the number of days from the Grant Date to thedate of the Participant’s Retirement and the
denominator of which is the number of days from the GrantDate to the second anniversary of the Grant Date, minus(y) the number of Restricted Stock Units
that have previouslyvested as of the date of the Participant’s Retirement (if any).
The Restricted Stock Units shall become fully vestedon the earliest of (i) a Termination of Employment by the Company (or
a Subsidiary) without Cause occurring within the 2-yearperiod following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death;
provided that no Termination of Employment has occurred prior to any such event, unless otherwiseprovided expressly in a written agreement between the
Participant and the Company (or a Subsidiary).For purposes of this Agreement, “Cause” shall havethe meaning set forth in Section 7(b) of the Plan, but shall
also include any breach by Participant of any agreementwith the Company or any of its Subsidiaries.For purposes of this Agreement, a “Change of Control”
shall mean a Change of Control as defined in the Plan.For purposes of this Agreement, “Disability” shall meanthe approval of, and receiving benefits for,
long term disability by the disability insurance carrier underthe Company’s (or if applicable, Subsidiary’s) long term disability plan.
The Participant shall be entitled to receive one share of CommonStock with respect to one vested Restricted Stock Unit.The
Participant shall be paid one share of Common Stock with respectto each vested Restricted Stock Unit within thirty (30)days of the Scheduled Payment Date;
except that, in the event of (i) Retirement, (ii) a Termination of Employment by the Company(or a Subsidiary) without Cause occurring within the2-year
period following a Change of Control, (iii) death or (iv)Disability, the Participant shall be paid within thirty (30) days of such Retirement, Termination of
Employment, death or Disability, subject to Section 18 set forth in Annex 1 to the extentapplicable, including with respect to a Participant whoqualifies for
Retirement at any time following the Grant Date.
Subject to Section 2 above, all unvested Restricted Stock Units willbe forfeited on the Participant’s Termination of
Notwithstanding anything herein or in the Plan to thecontrary, the grant of Restricted Stock Units (including any dividends
credited thereupon) provided for under this Agreement is conditionedon the Participant not engaging in any Competitive Activity(as defined below) from the
date that is twelve (12) months prior to the applicable settlementdate set forth in Section 2(a) or Section 2(e) above, asapplicable (such applicable settlement
date, the “Payment Date”) through the first anniversaryof such Payment Date. If, on or after the date that istwelve (12) months prior to the Payment Date but
prior to the Payment Date, the Participant engages ina Competitive Activity, the Committee shall have the right, in its sole discretion, to causethe immediate
forfeiture of all of the Restricted Stock Units (including anydividends credited thereupon) (whether or not vested) shallbe immediately forfeited in their
entirety, in which case the Participant shall have no further rights or interests with respectto such Restricted Stock Units (including any suchdividends).In the
event that the Participant engages in a Competitive Activityon or after the Payment Date but on or prior to the first anniversaryof such Payment Date, the
Company shall have the right to recoup from the Participant,and the Participant shall repay to the Company, within thirty (30) days following demandby the
Company, a payment equal to the Fair Market Value of the aggregate shares of Common Stock payable in respect of such RestrictedStock Units (including
any dividends credited thereupon) on the Payment Date (includingany dividends or other distributions thereafter paid thereon);provided, that, the Company
may require the Participant to satisfy such payment obligationshereunder either by forfeiting and returning to the Company suchshares of Common Stock,
Restricted Stock Units, dividends or any other Shares,or making a cash payment or any combination of these methods,as determined by the Company in its
sole discretion.The Company and its Subsidiaries, in their solediscretion, shall have the right to set off (or cause to be set off) any amountsotherwise due to
the Participant from the Company (or the applicable Subsidiary)in satisfaction of such repayment obligation, providedthat any such amounts are exempt from,
or set off in a manner intended to comply with, the requirementsof any applicable law (including, without limitation, Section409A of the Code).
The Participant hereby acknowledges and agrees that the forfeitureand recoupment conditions set forth in this Section3, in
view of the nature of the business in which the Companyand its affiliates are engaged, are reasonable in scope and necessaryin order to protect the legitimate
business interests of the Company and its affiliates, and that any violationthereof would result in irreparable harm to the Company andits affiliates. The
Participant also acknowledges and agrees that (i) it is a materialinducement and condition to the Company’s issuance of the Restricted Stock Units(including
any dividends credited thereupon) that such Participant agreesto be bound by such forfeiture and recoupment conditions and, further, that the amountsrequired
to be forfeited or repaid to the Company pursuant to forfeitureand recoupment conditions set forth above are reasonable,and (ii) nothing in this Agreement or
the Plan is intended to preclude the Company (or anyaffiliate thereof) from seeking any remedies available at law, in equity, under contract to the Company or
otherwise, and the Company (or any affiliate thereof) shall havethe right to seek any such remedy with respectto the Restricted Stock Units, any dividends
credited thereupon, or otherwise.
For purposes of this Agreement, the Participant will be deemedto engage in a “Competitive Activity” if, either directlyor
indirectly, without the express prior written consent of the Company, the Participant (i) takes other employmentwith, renders services to, or otherwise engages
in any business activities with, companies or other entitiesthat are competitors of the Company or any of its affiliates, (ii) solicitsor induces, or in any manner
attempts to solicit or induce, any person employed by or otherwiseproviding services to the Company or any of itsaffiliates, to terminate such person’s
employment or service relationship, as the case may be, withthe Company or any of its affiliates, (iii) diverts, orattempts to divert, any person or entity from
doing business with the Company or any of its affiliates or induces,or attempts to induce, any such person or entity fromceasing to be a customer or other
business partner of the Company or any of its affiliates, (iv) violatesany agreement between the Participant and the Company or anyof its affiliates relating to
the non-disclosure of proprietary or confidential informationof the Company or any of its affiliates, and/or (v) conducts himselfor herself in a manner
adversely affecting the Company or any of its affiliates, including, without limitation,making false, misleading or negative statements, eitherorally or in
writing, about the Company or any of its affiliates. The determinationas to whether the Participant has engaged in a Competitive Activityshall be made by the
Committee in its sole discretion.
This Section 3(e) applies solely with respect to Participantswho are members of the Company’s Executive Management
Committee.Notwithstanding anything herein to the contrary, Participant agrees and acknowledgesthat the Restricted Stock Units awarded under this
Agreement and the underlying shares shall be subject to the termsand conditions of the Company’s Incentive Compensation Recoupment Policyapproved by
the Board.Notwithstanding the foregoing, Participant agrees thatincentive compensation, as defined under of the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 and such regulations asare promulgated thereunder from time to time (“Dodd-Frank”),payable to Participant under this
Agreement shall be subject to any clawback policy adoptedor implemented by the Company in respect of Dodd-Frank,or in respect of any other applicable
law or regulation.
each Restricted Stock Unit granted to a Participant, providedthat such cash dividends shall not be deemed to be reinvestedin Shares and will be held
uninvested and without interest and paid in cash if and when theRestricted Stock Unit vests.Stock dividends on Shares shall be credited to a dividendbook
entry account on behalf of the Participant with respect to eachRestricted Stock Unit granted to a Participant, providedthat the Participant shall not be entitled
to such dividend unless and until the Restricted Stock Unit vests.
.The Participant shall have no rights as a stockholder withrespect to any shares covered by any Restricted StockUnit
unless and until the Participant has become the holderof record of the shares, and no adjustments shall be madefor dividends in cash or other property,
distributions or other rights in respect of any such shares,except as otherwise specifically provided for inthis Agreement or the Plan.
.Participant shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all
applicable foreign, federal, state, provincial and local taxes thatthe Company is required to withhold at any time.In the absence of such arrangements, the
Company or one of its Subsidiaries shall have the right to withholdsuch taxes from the Participant’s normal pay or other amounts payable to the Participant.
In addition, any statutorily required withholding obligation maybe satisfied, in whole or in part, at the Participant’s election, in the formand manner
prescribed by the Committee, by delivery of shares of CommonStock (including shares issuable under this Agreement).
.This Agreement is subject to all the terms, conditionsand provisions of the Plan, including, without limitation,the
amendment provisions thereof, and to such rules, regulationsand interpretations relating to the Plan as may beadopted by the Committee and as may be in
effect from time to time.The Plan is incorporated herein by reference.Capitalized terms in this Agreement that are not otherwisedefined shall have the same
meaning as set forth in the Plan.Subject to Section 3, if and to the extent that this Agreementconflicts or is inconsistent with the terms, conditionsand
provisions of the Plan, the Plan shall control, and this Agreementshall be deemed to be modified accordingly.This Agreement contains the entire
understanding of the parties with respect to the subject matterhereof and supersedes any prior agreements between theCompany and the Participant with
respect to the subject matter hereof.
the provisions of this Agreement to comply with any applicablelaws and stock exchange rules and regulations (including,without limitation, Section 409A of
the Code and the regulations thereunder) and may also amend,suspend or terminate this Agreement subject to theterms of the Plan.Except as otherwise
provided in the Plan, no modification or waiver of any ofthe provisions of this Agreement shall be effective unless in writingand signed by the party against
whom it is sought to be enforced.
or by regular United States mail or similar foreign mailor post, first class and prepaid, to the appropriate partyat the address set forth below (or such other
address as the party shall from time to time specify):
If to the Company, to:
Henry Schein, Inc.
135 Duryea Road
Melville, New York11747
If to the Participant, to the address on file with the Company.
.This Agreement is not an agreement of employment,consultancy or directorship.This
Agreement does not guarantee that the Company or its Subsidiarieswill employ or retain, or continue to employ or retain,the Participant during the entire, or
any portion of the, term of this Agreement, includingbut not limited to any period during which any Restricted StockUnit is outstanding, nor does it modify in
any respect the Company or its Subsidiaries’ right to terminateor modify the Participant’s employment, service relationship or compensation.
.The Company may at any time place legends referencing anyapplicable federal, state or foreign securities law restrictions on all
certificates representing Shares issued pursuant to this Agreement.The Participant shall, at the request of the Company, promptly present to the Company any
and all certificates representing Shares acquired pursuantto this Agreement in the possession of the Participantin order to carry out the provisions of this
.The grant of the Restricted Stock Units and issuance of Sharesupon vesting of the Restricted Stock Units shall be
subject to, and in compliance with, all applicable requirementsof federal, state or foreign securities law.No Shares may beissued hereunder if the issuance of
such Shares would constitute a violation of any applicable federal,state or foreign securities laws or other law or regulationsor the requirements of any stock
exchange or market system upon which the Shares maythen be listed.As a condition to the settlement of the Restricted StockUnits, the Company may
require the Participant to satisfy any qualifications that maybe necessary or appropriate, to evidence compliance with anyapplicable law or regulation.
The Shares are being issued to the Participant and this Agreementis being made by the Company in reliance upon the followingexpress
representations and warranties of the Participant.The Participant acknowledges, represents and warrantsthat:
He or she has been advised that he or she may be an “affiliate” withinthe meaning of Rule 144 under the Securities Actof
1933, as amended (the “Act”) and in this connection the Companyis relying in part on his or her representations set forth inthis section.
If he or she is deemed an affiliate within the meaning of Rule144 of the Act, the Shares must be held indefinitelyunless an
exemption from any applicable resale restrictions is availableor the Company files an additional registration statement(or a “re-offer prospectus”) with regard
to such Shares and the Company is under no obligation to registerthe Shares (or to file a “re-offer prospectus”).
If he or she is deemed an affiliate within the meaning of Rule144 of the Act, he or she understands that the exemption from
registration under Rule 144 will not be available unless (i)a public trading market then exists for the Common Stockof the Company, (ii) adequate information
concerning the Company is then available to the public, and(iii) other terms and conditions of Rule 144 or any exemptiontherefrom are complied with; and
that any sale of the Shares may be made only in limitedamounts in accordance with such terms and conditions.
(or any Subsidiary) of any personal data information relatedto Restricted Stock Units awarded under this Agreement,for legitimate business purposes
(including, without limitation, the administration of the Plan)out of the Participant’s home country and including to countries with less data protectionlaws
than the data protection laws provided by the Participant’s home country.This authorization/consent is freely given by the Participant.
required for it to comply with any applicable foreign,federal, state or provincial securities law, or any national securitiesexchange listing requirements and the
Company is not obligated to issue or deliver any securitiesif, in the opinion of counsel for the Company, the issuance of such Shares shall constitutea
violation by the Participant or the Company of any provisionsof any applicable foreign, federal, state or provincial lawor of any regulations of any
governmental authority or any national securities exchange.The Participant acknowledges and understands thatthe Company intends to meet its delivery
obligations in Common Stock with respect to Restricted StockUnits, except as may be prohibited by law or describedin this Agreement, the Plan or
This Agreement shall inure to the benefit of and be bindingupon the parties hereto and their respective heirs, legal representatives,successors and
This Agreement shall be governed and construed in accordancewith the laws of New York (regardless of the law that might
otherwise govern under applicable New York principles of conflict of laws).
This Agreement may be executed in one or more counterparts,all of which taken together shall constitute one contract.
The failure of any party hereto at any time to require performanceby another party of any provision of this Agreement shall
not affect the right of such party to require performance of thatprovision, and any waiver by any party of any breach ofany provision of this Agreement shall
not be construed as a waiver of any continuing or succeedingbreach of such provision, a waiver of the provision itself,or a waiver of any right under this
This Agreement and the Plan do not create a joint ventureor partnership between the Company and any Subsidiary.
Notwithstanding any provisions in this Agreement, thisgrant of Restricted Stock Units shall be subject to any additional
country-specific terms and conditions set forth in Annex 1 tothe Agreement for the Participant’s country to the extent applicable. Moreover, if Participant
relocates to one of the countries included in Annex 1, the additionalcountry-specific terms and conditions for such country, if any, will apply to Participant to
the extent that the Company determines that the applicationof such terms and conditions is necessary or advisable for legalor administrative reasons.
.THE PARTICIPANTACKNOWLEDGES AND AGREES THAT: (A) THE COMPANY MAYTERMINATE OR
AMEND THE PLAN AT ANY TIME; (B) THE AWARDOF RESTRICTED STOCK UNITS MADE UNDER THISAGREEMENT IS COMPLETELY
INDEPENDENT OF ANY OTHER AWARD OR GRANT AND IS MADE AT THE SOLE DISCRETION OF THE COMPANY;AND (C) NO PAST
GRANTS OR AWARDS(INCLUDING, WITHOUT LIMITATION, THE RESTRICTED STOCK UNITS AWARDEDHEREUNDER) GIVE THE
PARTICIPANTANY RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER.
, the parties hereto have executed this Agreement as ofthe day and year first set forth above.
Michael S. Ettinger
Senior Vice President, Corporate & Legal Affairs and Chief of Staff
This Annex 1 includes additional terms and conditions that governthe Restricted Stock Units granted to the Participantunder the Plan if the
Participant works or resides in, or is otherwise subject tothe taxes imposed by, one of the countries listed below. This Annex 1 also includes other information
that may impact the Participant’s participation in the Plan. Certain capitalized termsused but not defined in this Annex 1 have the meanings set forthin the
Plan and/or the Agreement. This Annex 1 forms partof the Agreement and should be read in conjunction withthe Agreement and the Plan.
The Participant agrees to sign any additional agreementsor undertakings that may be necessary or advisable in orderto comply with applicable law
or facilitate the administration of the Plan. Furthermore,the Participant acknowledges that the applicable law of thecountry in which the Participant is subject
to taxes or is residing or working at the time of grant orvesting of the Restricted Stock Units or the saleof shares of Common Stock received pursuant to the
Restricted Stock Units (including any rules or regulationsgoverning securities, foreign exchange, tax, labor, employment, or other matters)may restrict or
prevent the issuance of shares of Common Stock or subject the Participantto additional terms and conditions or procedural or regulatoryrequirements that the
Participant is or will be solely responsible for and mustfulfill. Such requirements may be outlined in but arenot limited to items listed below in this Annex 1.
If the Participant is a citizen or resident of a country otherthan the country in which he or she is subject totaxes or is residing and/or working, or if
the Participant transfers employment or residency after the RestrictedStock Units are granted to him or her, the information contained in this Annex1 may not
be applicable to the Participant. Tax laws are often complex and outcomes can varydepending on individual circumstances. Accordingly, the Participant is
advised to seek appropriate professional advice as tohow tax and other relevant laws in the applicable country mayapply to his or her situation.
The second to last sentence of Section 2(d) of Agreementis hereby deleted in its entirety and replaced with the following:
“For the purposes of this Agreement, a “Change of Control”shall mean the occurrence of a Section 409A Changeof Control (as defined in Section
As of the Grant Date, if the Participant either (i) qualifiesfor Retirement (as defined in Section 2(c) of the Agreement)or (ii) may become eligible to qualify
for Retirement prior to the Scheduled Payment Date, Section4 of the Agreement is hereby deleted in its entirety and replacedwith the following:
“Dividend Equivalents.Cash dividends on Shares shall be credited to adividend book entry account on behalf of the Participant withrespect to
each Restricted Stock Unit granted to the Participant, providedthat such cash dividends shall not be deemed to be reinvestedin Shares and will be held
uninvested and without interest.The Participant’s right to receive any such cash dividends shall vest ifand when the related Restricted Stock Unit vests, and
such cash dividends shall be paid in cash to the Participant if andwhen the related Restricted Stock Unit is paid to theParticipant.Stock dividends on Shares
shall be credited to a dividend book entry account on behalfof the Participant with respect to each Restricted Stock Unitgranted to the Participant.The
Participant’s right to receive any such stock dividends shall vest if and when therelated Restricted Stock Unit vests, and such stock dividendsshall be paid in
stock to the Participant if and when the related Restricted StockUnit is paid to the Participant.”
The following shall be added to the Agreement as a new Section17:
“Change of Control Defined.
For purposes of this Agreement, a “Section 409AChange of Control” shall be deemed to have occurred upon:
(i) an acquisition by any Person of beneficial ownership (withinthe meaning of Rule 13d-3 promulgated under the Act) of (A)50% or more of the
then outstanding Shares or (B) 33% or more of the total combinedvoting power of the then outstanding voting securities of HSIentitled to vote
generally in the election of directors (the “Outstanding HSIVotingSecurities”); excluding, however, the following: (w) any acquisition directly
from the Company, other than an acquisition by virtue of the exercise of a conversion privilegeunless the security being so converted was itself
acquired directly from the Company, (x) any acquisition by the Company, (y) any acquisition by an employee benefitplan (or related trust)
sponsored or maintained by the Company or (z) any acquisitionby any corporation pursuant to a reorganization, merger, consolidation or similar
corporate transaction (in each case, a “Corporate Transaction”), if, pursuantto such Corporate Transaction, the conditions described in clauses (A),
(B) and (C) of paragraph (iii) below are satisfied; or
(ii) within any 12-month period beginning on or after the dateof the Agreement, the individuals who constitute the Board immediatelybefore the
beginning of such period (the Board as of the date hereof shallbe hereinafter referred to as the “Incumbent Board”)cease for any reason to
constitute at least a majority of the Board; provided that forpurposes of this Subsection any individual who becomes amember of the Board
subsequent to the date hereof whose election, or nominationfor election by HSI’s stockholders, was approved by a vote of at least a majority of
those individuals who are members of the Board and who arealso members of the Incumbent Board (or deemed tobe such pursuant to this proviso)
shall be considered as though such individual were a memberof the Incumbent Board; but, provided further, that any such individual whoseinitial
assumption of office occurs as a result of either an actual or threatenedelection contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Act) or other actual or threatened solicitationof proxies or consents by or on behalf of a Person other thanthe Board shall
not be so considered as a member of the Incumbent Board;or
(iii) the consummation of a Corporate Transaction or, if consummation of such Corporate Transaction is subjectto the consent of any government
or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation);excluding, however, such a Corporate
Transaction pursuant to which (A) all or substantially all of the individualsand entities who are the beneficial owners, respectively, of the
outstanding Shares and Outstanding HSI Voting Securities immediately prior to such Corporate Transaction will beneficiallyown, directly or
indirectly, more than 60% of, respectively, the outstanding shares of common stock of the corporation resulting fromsuch Corporate Transaction
and the combined voting power of the outstanding voting securitiesof such corporation entitled to vote generally in the election of directors,in
substantially the same proportions as their ownership, immediatelyprior to such Corporate Transaction, of the outstanding Shares and Outstanding
HSI Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or
the corporation resulting from such Corporate Transaction and any Personbeneficially owning, immediately prior to such Corporate Transaction,
directly or indirectly, 33% or more of the outstanding Shares or Outstanding HSIVotingSecurities, as the case may be, will beneficially own,
directly or indirectly, 33% or more of, respectively, the outstanding shares of common stock of the corporation resultingfrom such Corporate
Transaction or the combined voting power of the then outstanding securitiesof such corporation entitled to vote generally in the electionof
directors and (C) individuals who were members of the IncumbentBoard will constitute at least a majority of the membersof the board of directors
of the corporation resulting from such Corporate Transaction; or
(iv) the sale or other disposition of all or substantially allof the assets of the Company; excluding, however, such sale or otherdisposition to a
corporation with respect to which, following such sale orother disposition, (x) more than 60% of, respectively, the then outstanding shares of
common stock of such corporation and the combinedvoting power of the then outstanding voting securitiesof such corporation entitled to vote
generally in the election of directors will be then beneficiallyowned, directly or indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the outstandingCommon Stock and Outstanding HSI Voting Securities immediately prior to such
sale or other disposition in substantially the same proportionas their ownership, immediately prior to such sale orother disposition, of the
outstanding Common Stock and Outstanding HSI Voting Securities, as the case may be, (y) no Person (other thanthe Company and any employee
benefit plan (or related trust) of the Company or such corporationand any Person beneficially owning, immediately prior to suchsale or other
disposition, directly or indirectly, 33% or more of the outstanding Common Stock or OutstandingHSI Voting Securities, as the case may be) will
beneficially own, directly or indirectly, 33% or more of, respectively, the then outstanding shares of common stockof such corporation and the
combined voting power of the then outstanding voting securitiesof such corporation entitled to vote generally in the electionof directors and (z)
individuals who were members of the Incumbent Board willconstitute at least a majority of the members of the boardof directors of such
(v) No event set forth herein shall constitute a “Section409A Change of Control” unless such event also qualifiesas a “change in control event” for
purposes of Treasury Regulation § 1.409A-3(i)(5).Accordingly, the definition of “Section 409A Change of Control” set forth herein shallbe
limited, construed and interpreted in accordance with Section409A and the regulations issued thereunder.”
The following shall be added to the Agreement as a new Section18:
This Agreement is subject to Section 16(i) of thePlan, and any provisions in this Agreement providingfor the payment of
“nonqualified deferred compensation” (as defined in Section409A of the Code and the Treasury regulations thereunder) to the Participantare intended to
comply with, or be exempt from, the requirements of Section409A of the Code, and this Agreement shall be interpreted inaccordance therewith.Neither
party individually or in combination may accelerate or defer thetiming of the payment of any such nonqualified deferredcompensation, except in compliance
with Section 409A of the Code and this Agreement, and no amountshall be paid prior to the earliest date on whichit is permitted to be paid under Section
409A of the Code and this Agreement.In no event whatsoever shall the Company be liablefor any additional tax, interest or penalty that may be imposedon
the Participant as a result of Section 409A of the Code orany damages for failing to comply with Section 409Aof the Code.A Termination of Employment or
Retirement shall not be deemed to have occurred forpurposes of any provision of this Agreement providing forthe payment of any amounts or benefits subject
to Section 409A of the Code upon or following a Termination of Employment or Retirement,as applicable, unless such Termination of Employment or
Retirement, as applicable, is also a “separation from service”within the meaning of Section 409A of the Code and, forpurposes of any such provision of this
Agreement, references to a “termination,” “termination of employment”or like terms shall mean “separation from service.” Ifthe Participant is a “specified
employee,” upon his or her “separation from service” (as definedunder Section 409A of the Code under such definitionsand procedures as established by the
Company in accordance with Section 409A of the Code), anyportion of a payment, settlement, or other distribution madeupon such a “separation from
service” that would cause the acceleration of, or an additionto, any taxes pursuant to Section 409A of the Code willnot commence or be paid until a date that
is six (6) months and one (1) day following the applicable“separation from service.” Any payments, settlements,or other distributions that are delayed
pursuant to this Section 18 following the applicable “separationfrom service” shall be accumulated and paid to the Participantin a lump sum without interest
on the first business day immediately following the requireddelay period.Any amounts payable hereunder that satisfy the short-term deferralexception in
Treas. Reg. §1.409A-1(b)(4) shall not be subject to Section 409A of the Code.Whenever a payment under this Agreement may bepaid within a specified
period, the actual date of payment within the specified period shallbe within the Company’s sole discretion.”