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1.授予根據以下設定的條件，公司特此授予您在授予通知書中規定的授予日期生效時，作爲對您服務於公司（或其任何附屬公司）的現金或其他報酬的單獨誘因（但並非取代）, 一個獎勵(“獎勵”)，涵蓋通知書中規定的受限制股票單位(“RSUs支付”)，根據此處和通知書中規定的條款和條件，以及計劃書中規定的額外權利，獲得可能的股利等價物，根據此處規定的條款和條件。

3.股息等價物。如果公司在授予之日當天或之後申報並支付了已發行股票的股息，並且在該股息的記錄日期，您持有根據本協議授予但尚未結算的限制性股票單位，則公司應向您支付一筆現金金額，金額等於您持有與限制性股票單位中未結算部分相關的股票數量的登記持有者本應獲得的現金分紅截至該記錄日期.這樣的付款（”股息等價物”）應在公司支付此類股息之日或之後立即支付（但是，在任何情況下，股息等價物的支付都不得遲於公司向其股東支付此類股息之日起的30天內）。在根據第 8 節規定的權利獲得和結算之日之前，您與 RSU 相關的權利在任何時候均可被沒收，並經第 6 節調整（視情況而定）。

4.限制；沒收. RSU是受限制的，不能在未發行與此類RSU相關的股票根據本協議第8條在限制被移除或到期後轉售、轉讓或以其他方式處置或抵押，如在本協議第5條（和如適用的第6條）和授予通知中描述的那樣。如果您終止成爲公司或其任何子公司的僱員，除本協議第6條規定的情況外，或者您違反本協議第23條中規定的契約，那些在您停止僱傭日期尚未獲得的RSU將立即被取消。

(a)一般終止. 在下文(b)、(c)和(d)的規定下，如果您與公司或其任何子公司的僱傭關係出現任何原因終止（包括自願離職（非由於您的養老）或被公司採取行動解僱（包括因原因而終止，但不包括特殊非自願終止），導致您不再受聘於公司或其子公司，則在您的僱傭終止之日尚未獲得財產權益的 RSU 變爲無效，這些 RSU 將立即無償歸還給公司。到您僱傭終止之日已獲得財產權益的 RSU 不會被歸還給公司，將按照第8節進行結算。

(b)死亡、殘疾或退休在以下情況下：(i) 死亡， (ii) 由委員會酌情認定的全額和永久的殘疾，或 (iii) 養老，若在本協議授予的所有RSU變爲歸屬狀態之前終止您的僱傭，您將立即失去一部分RSU，數量等於授予通知書中規定的RSU數量乘以(A)從終止僱傭原因爲死亡、殘疾或養老的當天開始，直至服務期最後一天結束的天數佔服務期總天數的百分比，且未歸屬的剩餘RSU將在您終止僱傭後立即變爲歸屬狀態；但是，任何不完整的RSU都將變爲空值並自動失效。委員會可以自行決定，將全部獎勵歸屬，而不是按照本第6(b)條規定的平均部分。

(e)Date of Termination. For purposes of this Agreement, your employment will be deemed to terminate on the date that you cease to be actively employed by the Company (or any subsidiary) and shall not be extended by any notice period mandated or implied under local law during or for which you receive pay in lieu of notice or severance pay. For the avoidance of doubt, changes in your employment by and between the Company and any subsidiary of the Company shall not be treated as a termination of employment. The Company shall have the sole discretion to determine when you are no longer actively employed for purposes of this Agreement, without reference to any other agreement, written or oral, including your contract of employment.

7.Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on a leave of absence for any reason you will be considered to still be in the employ of, or providing services to, the Company (or a subsidiary), provided that, subject to applicable law, your rights to the RSUs, if any, during a leave of absence will be prorated to reflect the period of time that you provided actual services to the Company.

8.Settlement. Shares of Stock shall be issued to you in settlement of your Vested RSUs by March 15th of the year following the date upon which your RSUs vest; provided, however, if any RSU is or becomes subject to Section 409A of the Code, settlement of such RSU shall be on or before December 31st, or (if later) 90 days, following the date upon which such RSU becomes Vested. At the time of settlement, the Company shall cause to be issued shares of Stock registered in your name in payment of the Award. The Company shall evidence the Stock to be issued in payment of the RSUs in the manner it deems appropriate. The value of any fractional RSU shall be rounded down at the time Stock is issued to you. No fractional shares, nor the cash value of any fractional shares, will be issuable or payable to you pursuant to this Agreement. The value of Stock shall not bear any interest owing to the passage of time. Neither this Section 8 nor any action taken pursuant to or in accordance with this Section 8 shall be construed to create a trust or a funded or secured obligation of any kind.

9.Adjustment in Number of RSUs. The number of RSUs subject to this Agreement shall be adjusted to reflect stock splits or other changes in the capital structure of the Company, all in accordance with the Plan. In the event that the outstanding Stock of the Company is exchanged for a different number or kind of shares or other securities, or if additional, new or different shares are distributed with respect to Stock through merger, consolidation, or sale of all or substantially all of the assets of the Company, there shall be substituted for the Stock under the RSUs subject to this Agreement the appropriate number and kind of shares of new or replacement securities as determined in the sole discretion of the Committee, subject to the terms and provisions of the Plan.

10.Payment of Taxes. The Company may require you to pay to the Company (or the Company’s subsidiary if you are an employee of a subsidiary of the Company), an amount the Company deems necessary to satisfy its (or its subsidiary’s) current or future withholding with respect to federal, state or local income or other taxes that you incur as a result of the Award. With respect to any tax withholding (and to the extent permissible pursuant to Rule 16b-3 under the Exchange Act, if applicable), you may (a) direct the Company to withhold from the Stock to be issued to you under this Agreement the number of shares of Stock necessary to satisfy the Company’s withholding of such taxes, which determination will be based on the Stock’s Fair Market Value at the time such determination is made; (b) deliver to the Company Stock sufficient to satisfy the Company’s tax withholding, based on the Stock’s Fair Market Value at the time such determination is made; or (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations. If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes and the maximum number of shares of Stock that may be so withheld or surrendered shall be a number of shares that have an aggregate Fair Market Value on the date of withholding

or repurchase of up to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for you in your relevant federal, state, foreign and/or local tax jurisdiction, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to the Award. The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b) or (c) and require an alternative method of withholding. In the event the Company determines that the aggregate Fair Market Value of the Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the Company’s request.

11.Compliance with Securities and Other Applicable Laws. Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless (a) a registration statement under the Securities Act is, at the time of issuance, in effect with respect to Stock issued or (b) in the opinion of legal counsel to the Company, Stock issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any Stock subject to the Award will relieve the Company of any liability in respect of the failure to issue such Stock as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Stock available for issuance.

13.Right of the Company and Subsidiaries to Terminate Services. Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any of its subsidiaries, or interfere in any way with the rights of the Company or any of its subsidiaries to terminate your employment or service relationship at any time subject to applicable law and the terms of any applicable employment agreement.

17.Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of RSUs or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, will, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. In addition, the Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a general release of all claims in favor of the Company, any subsidiary and the foregoing entities’ respective predecessors, successors, employees, officers, directors, managers, members, stockholders or board members of the foregoing in such form as the Company may determine (the “Release”). If the Release is not executed and returned to the Company on or before the Release Expiration Date, and the required revocation period has not fully expired without revocation of the Release by you, then you shall not be entitled to settlement of any portion of the Award. As used herein, the “Release Expiration Date” is that date that is twenty-one (21) days following the date upon which the Company delivers the Release to you (which shall occur no later than seven (7) days after your termination of employment) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), and you are age 40 or over as of your termination date, the date that is forty-five (45) days following such delivery date. The parties may agree in writing to extend the consideration timelines stated in this paragraph. In the event the period you are given to review, execute and revoke a release provided pursuant to this Section 17 spans two calendar years, any payment to you pursuant to this Agreement will be made in the second calendar year.

18.Clawback. This Agreement is subject to any written clawback policies that the Company, with the approval of the Board or the Committee, may adopt to the extent not prohibited by applicable law. Any such policy may subject your RSUs and amounts paid or realized with respect to the RSUs under this Agreement and any other compensation (whether or not such other compensation is “incentive-based compensation” as defined in such policy) to which you are owed or entitled to outside of this Agreement, to reduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur, including but not limited to an accounting restatement due to the Company’s material noncompliance with financial reporting regulations or other events or wrongful conduct specified in any such clawback policy adopted by the Company, including any policy to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and Exchange Commission and that the Company determines should apply to this Agreement and all such applicable compensation.

(a)Protection of Confidential Information. Following the Date of Grant set forth in the Notice of Grant you will have access to, and the Company or one of its subsidiaries will provide you with, confidential, proprietary and/or trade secret information of the Company, including such information relating to, among other things, (i) programs, strategies, information or materials related to the business, services, manner of operation and activities of the Company, (ii) customers or prospects of the Company, (iii) computer hardware or software used in the course of the Company business, and (iv) marketing strategies or other activities of the Company from or on behalf of any of its clients, (hereinafter collectively referred to as “Confidential Information”); provided, however, that, for purposes of this Agreement, the term Confidential Information shall not include any information that is or becomes known generally to the public or accessible to a third party on an unrestricted basis, in each case other than as a result of a breach by you of your obligations with respect to confidentiality. “Confidential Information” also includes information that is competitively valuable to the Company or any of its subsidiaries by virtue of it not being publicly known. You recognize that such Confidential Information has been developed by the Company at great expense; is a valuable, special and unique asset of the Company which it uses in its business to obtain competitive advantage over its competitors; is and shall be proprietary to the Company; is and shall remain the exclusive property of the Company; and, is not to be transmitted to any other person, entity or thing. Accordingly, as a material inducement to the Company to enter into this Agreement with you and in partial consideration for the granting of the Award, you hereby:

(i)You acknowledge and agree that the Company’s grant of the Award further aligns your interests with the long-term interests of the Company and its subsidiaries. As a condition of your receipt of Confidential Information following your entry into this Agreement, and as an express incentive for the Company to enter into this Agreement and grant the Award, you have voluntarily agreed to the covenants set forth in this Section 23, subject to the provisions of Sections 23(b)(v) and 23(b)(vi) below. You agree and acknowledge

(ii)You agree that during the term of your employment with the Company or any of its subsidiaries and for a period of one year following the date on which you are no longer employed by the Company or any of its subsidiaries (the “Prohibited Period”), you will not, without the prior written approval of the Board, directly or indirectly, for your benefit or for the benefit of others, engage in or participate within the Market Area in competition with the Company or any of its subsidiaries in any aspect of the Business, which prohibition shall prevent you from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with the Company or any of its subsidiaries in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with the Company or any of its subsidiaries in any capacity (with respect to this clause (B)) in which your duties or responsibilities involve direct or indirect responsibilities with respect to any aspect of the Business.

(iv)You agree that during the Prohibited Period, you will not, without the prior written approval of the Board, directly or indirectly, for your benefit or for the benefit of others, solicit, canvass, approach, encourage, entice or induce any customer or supplier of the Company or any of its subsidiaries with whom or which you had contact or for whom or which you had direct or indirect responsibility on behalf of the Company or any of its subsidiaries or about whom or which you have obtained Confidential Information in the course of your employment with the Company or any of its subsidiaries to cease or lessen such customer’s or supplier’s business with the Company or any of its subsidiaries.

(v)Notwithstanding the foregoing, the above-referenced limitations in Sections 23(b)(ii), 23(b)(iii) and 23(b)(iv), shall not apply following the date that you are no longer employed by the Company or any of its subsidiaries in those portions of the Market Area located within the State of Oklahoma. Instead, you agree that during the portion of the Prohibited Period that follows the date you are no longer employed by the Company or any of its subsidiaries, the restrictions on your activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 23(a) and Section 23(c) below) shall be as follows: during such portion of the Prohibited Period, you will not directly or indirectly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company.

which you enter into this Agreement and at the time any of such covenants are enforced, you earn an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers as set forth in Colo. Rev. Stat. Ann. § 8-2-113(2)(d); and (B) you received notice prior to entering into this Agreement in accordance with Colo. Rev. Stat. Ann. § 8-2-113(4). Further, with respect to any activities undertaken in Colorado or if you are a Colorado resident, the term “Confidential Information” set forth in Section 23(a) shall not be deemed to include information that arises from your general training, knowledge, skill, or experience, whether gained on the job or otherwise; and

(3)none of the covenants or limitations set forth in Sections 23(b)(ii), (iii) and (iv) shall apply to you if you primarily reside or work in the State of Washington or to any of your activities occurring in the State of Washington: (A) unless your annualized earnings from the Company as of the date you entered into this Agreement exceed $100,000 (as adjusted pursuant to Wash. Rev. Code Ann. § 49.62.020); or (B) if your employment with the Company terminated as a result of your layoff.

(c)Non-Solicitation. You agree that during the Prohibited Period, you will not, without the prior written approval of the Board, directly or indirectly, for your benefit or for the benefit of others, solicit any employee or service provider of the Company or its subsidiaries to terminate or lessen his or her employment or his, her or its service relationship with the Company or its subsidiaries; provided, however, that (y) after the termination of your employment for any reason, such employees and service providers shall only include such employees and service providers that you directly worked with in the twelve months preceding the date of termination of your employment, and (z) it will not constitute a violation of this Section 23(c) if an employee or service provider of the Company or its subsidiaries accepts employment or a service relationship with a Person not affiliated with the Company or its subsidiaries (i) pursuant to a general solicitation advertising the position that was not targeted at such employee or service provider, (ii) as a result of communications initiated by the employee or service provider (and not in response to any solicitation by you) or (iii) where the employment or service relationship with the Company or its subsidiaries with respect to such person was terminated more than six months prior to any action by you that would otherwise be a violation of this Section 23(c).

(d)Non-Disparagement. The terms of this Section 23(d) shall only apply to the extent you are categorized as having a pay grade of M4 or higher (or such other pay grade as deemed by the Company to be its equivalent) as determined by and reflected on the payroll records of the Company. Subject to Section 23(f), you agree that you will not at any time, whether during the term of your employment or thereafter, make any statement, oral or written, that is (i) a disparaging or negative comment concerning the Company or any of its subsidiaries or any of their respective directors, officers, managers, employees, equityholders, members or partners (collectively, the “Company Parties”), or (ii) otherwise detrimental to the reputation or goodwill of the Company or any other Company Party, and you shall refrain from directing or encouraging anyone else to make such disparaging, negative, or detrimental comment, unless required by law.

(e)Extent of Restrictions and Your Acknowledgment. You acknowledge that the restrictions contained in this Section 23, including geographical and temporal restrictions, correctly set forth the understanding of the parties at the time this Agreement is entered into, are reasonable in all respects and necessary to protect the Confidential Information, goodwill and legitimate interests of the Company and its subsidiaries, do not interfere with public interests and will not cause you undue hardship, and that any violation will cause substantial injury to the Company and its subsidiaries. In the event of any such violation, the Company and each of its

subsidiaries shall be entitled, in addition to any other remedy (whether at law or equity), to preliminary or permanent injunctive relief. You waive, to the maximum extent permissible by law, any defenses or other objections to such remedies or the enforceability of this Section 23. To the maximum extent permissible by law, if any court having jurisdiction shall find that any part of the restrictions set forth this Section 23 are unreasonable or unenforceable in any respect, it is the intent of the parties that the restrictions (or parts thereof) set forth herein shall not be terminated, but that the restrictions (or parts thereof) set forth in this Section 23 shall be modified and remain in full force and effect to the extent (as to time periods and other relevant factors) that the court shall find reasonable.

(f)Limitations. In the event any breach of the covenants set forth in this Section 23 comes to the attention of the Company, this Award and the RSUs granted hereunder that have not at such time been settled shall be immediately forfeited to the Company and the Company shall take into consideration such breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you. However, nothing in this Agreement will prevent you from lawfully: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental authority regarding a possible violation of any law, (ii) responding to any inquiry or legal process directed to you from any such governmental authority; (iii) testifying, participating or otherwise assisting in any action or proceeding by any such governmental authority relating to a possible violation of law or (iv) making disclosures or statements that are protected under the whistleblower provisions of applicable law or that are otherwise protected by applicable law. Nothing herein shall prevent you from making a disclosure that: (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer of reporting a suspected violation of law may make disclosures without violating this Section 23 to the attorney of the individual and use such information in the court proceeding. Nothing in this Agreement requires you to obtain prior authorization before engaging in any conduct described in this paragraph, or to notify the Company or any of its subsidiaries that you have engaged in any such conduct.

24.Section 409A. It is intended that the RSUs awarded hereunder shall comply with the requirements of Section 409A of the Code (and any regulations and guidelines issued thereunder), and this Agreement shall be construed and interpreted on a basis consistent with such intent. Payments shall only be made on an event and in a manner permitted by Section 409A of the Code, except as otherwise determined by the Committee. Each payment under this Agreement is considered a separate payment for purposes of Section 409A of the Code. This Agreement may be amended without your consent in any respect deemed by the Committee to be necessary in order to preserve compliance with Section 409A of the Code. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code. In no event may you, directly or indirectly, designate the calendar year of a payment. Notwithstanding anything in this Agreement to the contrary, if you are a “specified employee” under Section 409A of the Code at the time of separation from service and if payment of any amount under this Agreement is required to be delayed for a period of six months after the separation from service pursuant to Section 409A of the Code, payment of such amount shall be delayed as required by Section 409A of the Code, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If you die during the postponement period prior to the payment of the postponed amount, the accumulated postponed amount shall be paid to the personal representative of your estate within 60 days after the date of your death.

29.Administration. This Agreement shall at all times be subject to the terms and conditions of the Plan. The Committee shall have sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of a majority of the Committee with respect thereto and this Agreement shall be final and binding upon you and the Company. In the event of any conflict between the terms and conditions of this Agreement and the Plan, the provisions of the Plan shall control.

30.Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Shares 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 Stock.

31.Consent to Delaware Jurisdiction and Venue. You hereby consent and agree that state courts located in Delaware and the United States District Court for the District of Delaware each shall have personal jurisdiction and proper venue with respect to any dispute between you and the Company arising in connection with the RSUs or this Agreement. In any dispute with the Company, you will not raise, and you hereby expressly waive, any objection or defense to any such jurisdiction as an inconvenient forum.

32.Exceptions to Governing Law, Jurisdiction and Venue. Notwithstanding Sections 30 and 31 above, if the law of the state in which you primarily reside or work during the term of your employment with the Company or any of its subsidiaries or on the date on which your employment with the Company or any of its subsidiaries terminates (such state, the “Applicable State”) mandates that the law of the Applicable State shall apply to any dispute or part of a dispute between you and the Company arising in connection with any of the obligations and covenants set forth in Section 23 (any such dispute or part of the dispute that is mandatorily subject to the law of the Applicable State, an “Applicable State Dispute”), then such Applicable State Dispute shall be governed by the law of the Applicable State. Further, if the law of the Applicable State mandates that the federal and state courts (as applicable) of the Applicable State shall have jurisdiction and proper venue with respect to any Applicable State Dispute, then such courts shall have jurisdiction and proper venue with respect to such Applicable State Dispute. For the avoidance of doubt, any dispute or parts of a dispute that are not an Applicable State Dispute shall be governed by the terms of Sections 30 and 31.

35.Nontransferability of Agreement. This Agreement and all rights under this Agreement shall not be transferable by you during your life other than by will or pursuant to applicable laws of descent and distribution. Any of your rights and privileges in connection herewith shall not be transferred, assigned, pledged or hypothecated by you or by any other person or persons, in any way, whether by operation of law, or otherwise, and shall not be subject to execution, attachment, garnishment or similar process. In the event of any such occurrence, this Agreement shall automatically be terminated and shall thereafter be null and void. Notwithstanding the foregoing, all or some of the RSUs or rights under this Agreement may be transferred to a spouse pursuant to a domestic relations order issued by a court of competent jurisdiction.

(a)“Adverse Change” means (i) a change in the city in which you are required to work regularly, (ii) a substantial increase in travel requirements of employment, (iii) a substantial reduction in duties of the type previously performed by you, or (iv) a significant reduction in your compensation or benefits (other than bonuses and other discretionary items of compensation) that does not apply generally to employees of the Company or its successor.

(c)“Business” means the business and operations that are the same or similar to those performed by the Company or any of its subsidiaries for which you provide services or about which you obtain Confidential Information during the term of your employment with the Company or any of its subsidiaries, which business and operations include the manufacture, storage, distribution, transportation, refining, and/or sale of crude oil and products such as gasoline, diesel fuel, jet fuel, renewable diesel, specialty lubricant products, specialty chemicals, and specialty and modified asphalt.

(g)“Market Area” means: (i) during the period in which you are employed by the Company or any of its subsidiaries, the geographic areas within a 100-mile radius of any location where the Company or any of its subsidiaries has an office or has engaged in the Business within the preceding 24 months, and (ii) during the portion of the Prohibited Period that continues following the date on which you are no longer employed by the Company or any of its subsidiaries, the geographic areas within a 100 mile radius of any location where, as of the date on which you ceased to be employed by the Company or any of its subsidiaries or at any time during the preceding 24 month period, the Company or any of its subsidiaries had an office or engaged in the Business; provided, however, in no event will the Market Area include geographic areas within the State of California.

(h)“New Director” means an individual whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the Date of Grant or whose election or nomination for election was previously so approved or recommended. However, “New Director” shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation relating to the election of directors of the Company.

(k)“Sale of a Division” means a sale or disposition of a substantial portion of a Division (other than a sale or disposition to the Company or any of its subsidiaries) or any other transaction resulting in the loss of control by the Company and its subsidiaries over a substantial portion of a Division (including a public offering of a Division where the Company does not control the Division following such offering), in each case, as determined by the Committee in its sole discretion.

(m)“Special Involuntary Termination” means within 60 days prior to, or at any time after, a Change in Control (or, in the case of a Sale of a Division, within 90 days after such sale) the occurrence of either: (A) your termination of employment by the Company (or any subsidiary) for any reason other than Cause that results in you no longer being employed by the Company or any of its subsidiaries, or (B) your resignation from employment within 90 days after an Adverse Change by the Company (including subsidiaries of the Company) that results in you no longer being employed by the Company or any of its subsidiaries. In the case of a Sale of a Division, a Special Involuntary Termination shall only apply if more than 50% of your full-time service is attributable to services to the Division, as determined by the Company in its sole discretion.