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The following share limits and vesting provisions shall apply to all Awards of Restricted Share Units and Performance Share Units granted pursuant to the Plan during the period beginning on the date of the general meeting of shareholders of the Company in 2020 and ending on the date of the general meeting of shareholders of the Company in 2021 (the “2020-2021 Plan Year”). All other terms and conditions of the Restricted Share Units and Performance Share Units are as set forth in the Plan, including but not limited to Section 6 thereof.

1.Shares Available for Grant. Subject to adjustment as provided in Section 7 of the Plan the number of shares of Common Stock that may be issued pursuant to Awards of Restricted Share Units and Performance Share Units granted pursuant to the Plan during the 2020- 2021 Plan Year and the number of shares of Common Stock that may be issued pursuant to Awards of Performance Share Units granted to the CEO Office members pursuant to the Group Management Board Performance Share Units Plan may not exceed 4,250,000 (four million two hundred and fifty thousand).

a.Each Award of Restricted Share Units granted pursuant to the Plan during the 2020-2021 Plan Year shall vest in full on the third (3) year anniversary of the date on which the Award was granted, subject to the continued active Employment of the Participant through such date, and be settled by the Company pursuant to the terms of the Plan on or within fourteen (14) days following the vesting date, provided that the Participant has submitted all necessary settlement information prior to such time.

b.Each Award of Restricted Share Units - 1 Year (the “Restricted Share Units- 1 Year”) granted pursuant to the Plan during the 2020-2021 Plan Year shall vest in full on the first (1) year anniversary of the date on which the Award was granted, subject to the continued active Employment of the Participant through such date – unless the Participant leaves for retirement or due to dismissal, in that case the Award vests in full at time of departure - and be settled by the Company pursuant to the terms of the Plan on or within fourteen (14) days following the vesting date, provided that the Participant has submitted all necessary settlement information prior to such time.

c.Each Award of Performance Share Units granted pursuant to the Plan during the 2020-2021 Plan Year shall vest after the completion of the three (3) full year financial exercises following the date on which the Award was granted, subject to the continued active Employment of the Participant through such date, and be settled by the Company pursuant to the terms of the Plan on or within fourteen (14) days after confirmation that the performance criteria have been met, provided that the Participant has submitted all necessary settlement information prior to such time.

•The vesting of twenty five percent (25%) of the Award (the “TSR Award”) shall be subject to the Company achievement on TSR over the vesting period and shall be determined by comparing the Company’s TSR to the median of the average TSR performance of the companies comprising a comparator group defined by the Committee (the “Peer Group”),

•The vesting of twenty five percent (25%) of the Award (the “EPS Award”) shall be subject to the Company achievement on EPS over the vesting period and shall be determined by comparing the Company’s EPS to the median of the average EPS performance of the Peer Group,

•With respect to the TSR Award, the threshold level shall be 100% and the targeted level shall be 120% of the median of the average performance realized by the companies in the Peer Group during the three years of the vesting period.

•With respect to the EPS Award, the threshold level shall be 100% and the targeted level shall be 120% of the median of the average performance realized by the companies in the Peer Group during the three years of the vesting period.

iii.At the end of the vesting period the Committee shall determine whether the performance achieved for each of the performance criteria has been met and, for the portion of the awards conditioned by each of them, the Performance Share Units that shall vest and be subject to settlement for each Participant as follows:

•No Performance Share Units shall vest if the Committee determines that the achievement reached for the performance target is below the threshold level defined for TSR and EPS and below the target level defined for the other strategic priorities.

•Performance Share Units shall vest and the Participant shall have the right to the settlement of a number of shares equal to 50% of the portion of the Performance Share Units if the Committee determines that the achievement reached for the performance target is at the threshold defined for TSR and EPS.

•Performance Share Units shall vest and the Participants shall have the right to the settlement of a number of shares equal to 100% of the Performance Share Units granted if the Committee determines that the achievement reached for the performance target is at the targeted level defined above.

For performance results linked to TSR and EPS between threshold and target levels, the Committee shall apply straight-line interpolation to determine the number of Performance Share Units, that shall vest and be subject to settlement for the Participants, provided that in no event will a Participant be entitled to settlement of a number of Performance Share Units equal to more than 100% of the Performance Share Units granted to the Participant.


Performance Measure	Weight	Threshold	Target
TSR vs. Peer Group	25%	100% median of Peer Group	120% median of Peer Group
Percentage of Vesting		50%	100%
EPS vs. Peer Group	25%	100% median of Peer Group	120% median of Peer Group
Percentage of Vesting		50%	100%
Other strategic priorities	50%	-	100% target or above
Percentage of Vesting		0%	100%

iv.The Committee shall determine whether the performance criteria have been met within ninety (90) days from the vesting date and shall inform each Participant of such performance as soon as practicable thereafter. Vested Awards shall be settled by the Company pursuant to the terms of the Plan on or within fourteen (14) days after the confirmation that the performance criteria have been met, provided that the Participant has submitted all necessary settlement information prior to such time.

For purposes of clarification, if a Participant belongs to different business units during the performance period or otherwise has duties and responsibilities that affect the performance of multiple business units during the performance period, the Committee may take into consideration the achievements reached for the applicable performance objectives of multiple business units, as appropriate, for various portions of the

performance period in respect of Performance Share Units held by such Participant, considering for each financial year the achievements reached by the business units to which the Participant belonged to or for which the Participant had responsibilities for the longest period within the financial year.

Pursuant to Section 17 of the Plan, the following terms and conditions shall apply to all Awards issued to any Participant who is or may be subject to federal, state or local tax in respect of any Restricted Share Units or Performance Share Units granted pursuant to the Plan during the 2020-2021 Plan Year (a “U.S. Participant”). With respect to each U.S. Participant, in the event of any conflict between the terms of the Plan and this Exhibit, the terms of this Exhibit shall apply.

i.each Performance Share Unit that has not vested as of the date of such termination shall expire and be terminated, provided that if the Participant’s Employment terminates by reason of the Participant’s Retirement at age sixty (60) or more, the Committee may, in its sole discretion, allow a pro rata temporis vesting of the Performance Share Unit. Such pro rata temporis vesting will be determined based on the level of achievement, if any, of the applicable performance objectives as measured for each financial year within the performance period, and on the number of days of each financial year elapsed prior to the termination of Employment.

ii.if the Participant’s Employment terminates by reason of the Participant’s death, disability or Retirement at age sixty (60) or more, each Restricted Share Unit shall vest as set forth in Section 6(c) of the Plan and in section 2 of the annex J, and shall be settled within fourteen (14) days following the date of such U.S. Participant’s death, disability or Retirement, provided that all necessary settlement information has been submitted by the Participant or his or her heirs.

Settlement of such Award may not be deferred under Section 4(e) of the Plan, except in compliance with Section 409A of the Code. Notwithstanding anything to the contrary, in the event that such U.S. Participant is a “specified employee” (within the meaning of Section 409A(2)(B) of the Code) on the date his or her Employment terminates by reason of Retirement, the Award shall be settled on the first business day of the first calendar month that begins after the six-month anniversary of the date of the termination of Employment.

With respect to Awards granted to U.S. Participants, the Committee’s authority with respect to leaves of absence as set forth in Section 4(d) of the Plan shall be limited as follows: the Committee shall determine whether an authorized leave of absence, or absence in military or government service, shall constitute termination of Employment; provided that, no payment shall be made with respect to any Award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder (the “Code”) as a result of any such authorized leave of absence or absence in military or government service unless such authorized leave of absence constitutes a separation from service for purposes of Section 409A.

With respect to Awards granted to U.S. Participants, no provision of the Board of Directors’ right to amend or terminate the plan as provided in Section 12 of the Plan shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.

The Company intends that the Plan and each Award granted hereunder that is subject to Section 409A of the Code shall comply with Section 409A of the Code and that the Plan shall be interpreted, operated and administered accordingly. In the event any term and/or condition of an Award granted hereunder would cause the application of an accelerated or additional tax due by the Participant under Section 409A of the Code, such term and/or condition shall be restructured, to the extent possible, in a manner, determined by the Committee, that does not cause such an accelerated or additional tax. Any reservation of rights by the Company hereunder affecting the timing of payment of any Award subject to Section 409A of the Code (including, without limitation, the rights of the Committee pursuant to Section 9(d)) will only be as broad as is permitted by Section 409A of the Code. Notwithstanding anything herein to the contrary, in no event shall the Company be liable for the payment of or gross up in connection with any taxes and or penalties owed by the Participant pursuant to Section 409A of the Code.

To the extent that a Participant is not, during the period of time when his or her Award is outstanding, subject to the application of Section 409A of the Code, the limitations contained herein solely to ensure compliance with Section 409A of the Code shall not apply.