7.Taxes. Notwithstanding the restrictions on transfer that otherwise apply, the Corporation in its sole discretion may withhold units,
or shares otherwise deliverable in settlement of units, either at the time of crediting, at the time of settlement, or at any other time
in order to satisfy any required withholding, Social Security, and similar taxes or contributions (collectively, "required taxes").
Withheld units or shares may be retained by the Corporation or sold on behalf of Grantee. The Corporation in its sole discretion
may also withhold any required taxes from dividend equivalents paid on the units.
8.Form of Units; No Shareholder Status. The units will be represented by book-entry credits in records maintained by or on behalf
of the Corporation. Units will be unfunded and unsecured promises by the Corporation to deliver shares in the future upon the
terms and subject to the conditions of this Agreement. Grantee will not be a shareholder of the Corporation with respect to units.
9.Settlement of Units. If and when the applicable restricted period expires with respect to any units, subject to section 7, the
Corporation will issue shares, free of restriction and registered in the name of Grantee, in settlement of such units. Such shares
will be delivered promptly after such expiration to or for the account of Grantee either in certificated form or by book-entry
transfer in accordance with the procedures of the administrative authority in effect at the time
10.Dividend Equivalents. The Corporation will pay to Grantee cash with respect to each credited unit corresponding in amount,
currency, and timing to cash dividends that would be payable with respect to a share of common stock outstanding on each record
date that occurs during the applicable restricted period. Alternatively, the administrative authority may determine to reinvest such
dividend equivalents in additional units which will be held subject to all the terms and conditions otherwise applicable to units
under this Agreement.
11.Change in Capitalization. If during the applicable restricted periods a stock split, stock dividend, or other relevant change in
capitalization of the Corporation occurs, the administrative authority will make such adjustments in the number of units credited
to Grantee, or in the number and type of securities deliverable to Grantee in settlement of such units and used in determining
dividend equivalent amounts, as the administrative authority may determine to be appropriate. Any resulting new units or
securities credited with respect to previously credited units that are still restricted under this Agreement will be delivered to and
held by or on behalf of the Corporation and will be subject to the same provisions, restrictions, and requirements as those
previously credited units.
12.Limits on the Corporation’s Obligations. Notwithstanding anything else contained in this Agreement, under no circumstances will
the Corporation be required to credit any units or issue or deliver any shares in settlement of units if doing so would violate any
law or listing requirement that the administrative authority determines to be applicable.
13.Receipt or Access to Program. Grantee acknowledges receipt of or access to the full text of the Program.
14.Addresses for Communications. To facilitate communications regarding this Agreement, Grantee agrees to notify the Corporation
promptly of changes in current mailing and e-mail addresses. Communications to the Corporation in connection with this
Agreement should be directed to the Incentive Processing Office or to such other address as the Corporation may designate by
further notice to Grantee.
15.Transfer of Personal Data. The administration of the Program and this Agreement, including any subsequent ownership of shares;
involves the collection, use, and transfer of personal data about Grantee between and among the Corporation, selected subsidiaries
and other affiliates of the Corporation, and third-party service providers such as Morgan Stanley and Computershare (the
Corporation's transfer agent), as well as various regulatory and tax authorities around the world. This data includes Grantee's
name, age, date of birth, contact information, work location, employment status, tax status, Social Security number, salary,
nationality, job title, share ownership, and details of incentive awards granted, cancelled, vested or unvested, and related
information. By accepting this award, Grantee authorizes such collection, use, and transfer of this data. Grantee may, at any time
and without charge, view such data and require necessary corrections to it. Such data will at all times be held in accordance with
applicable laws, regulations, and agreements. For more information on data privacy, see the data privacy statement on the
Incentive Award Program website.
16.No Employment Contract or Entitlement to Other or Future Awards. This Agreement, the Corporation's incentive programs, and
Grantee's selection for incentive awards do not imply or form a part of any contract or assurance of employment, and they do not
in any way limit or restrict the ability of Grantee's employer to terminate Grantee's employment. Grantee acknowledges that the
Corporation maintains and administers its incentive programs entirely in its discretion and that Grantee is not entitled to any other
or future incentive awards of any kind in addition to those that have already been granted.