Exhibit 10.3

JANUS LONG TERM INCENTIVE AWARD ("LTI") ACCEPTANCE FORM

[Name]
[Address]
[City, State ZIP]

With
the full execution of this LTI Acceptance Form, the Company grants to [Name] ("you" or "Grantee/Participant"), effective as of February 1, 2008 (the
"Grant Date"), a [Restricted Stock Award, Non-Qualified Stock Option Award and Mutual Fund Unit Award] (the "LTI Award[s]") as described
below, subject to the attached Company [Plan(s)] and the attached [Appendix/Appendices].

|Restricted Stock Awardsee Terms of Restricted Stock Award attached as Appendix A                      
|-------------------------------------------------------------------------------------------------------
|Number of Shares Granted:                                                                              
|Share Withholding Election to cover taxes(Please initial one of the following):                        
|1.Minimum Tax Withholding Rate(Default)                                                                
|2.Maximum Tax Withholding Rate                                                                         
|3.Opt Out of Share Withholding
Program                                                                 
|(See Share Withholding Section 4 of Appendix A)                                                        
|Non-Qualified Stock Option Awardsee Terms of Non-Qualified Stock Option Award attached as Appendix [B]
|Number of Option Shares Granted:                                                                       
|Option or Exercise Price:                                                                              
|Expiration Date (7 year term):                                                                         
|(must exercisebeforethe Expiration Date)                                                               
|Mutual Fund Unit Awardsee Terms of Mutual Fund Unit Award attached as Appendix [C]                    
|Value on Grant Date:                                                                                   



Date First Exercisable

Percentage VestingFebruary 1, 2009

33
%February 1, 2010

33
%February 1, 2011

34
%


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By
executing this LTI Acceptance Form, you indicate your acceptance of the LTI Award[s] set forth above and agree to be bound by the terms, conditions and
provisions set forth in the LTI Acceptance Form, the attached [Appendix/Appendices] and the Company Plan[s], all of which are incorporated by reference
herein and are an integral part of this LTI Acceptance Form. Please sign and return this LTI Acceptance Form to the Assistant Corporate Secretary's Office in the envelope provided within sixty
(60) days after the Company's mailing of this LTI Acceptance Form to you. In the event you fail to return the executed original within sixty (60) days, the Company reserves the right to
unilaterally (without your consent) terminate and forfeit the LTI Award[s], suspend or forfeit any vesting event arising from the LTI Award[s], and/or
revoke this LTI Acceptance Form and the rights set forth in the attached [Appendix/Appendices]. This LTI Acceptance Form may be executed in counterparts, which together shall
constitute one and the same original. This LTI Acceptance Form may be executed by the exchange of facsimile signature pages, provided that by doing so the Grantee/Participant agrees to provide an
original signature as soon thereafter as possible.

ACCEPTED AND AGREED TO AS OF THE GRANT DATE:

GRANTEE/PARTICIPANT:

|[Name]                   |                                                           |  | 
|------------------------ | --------------------------------------------------------- |  | 
|JANUS CAPITAL GROUP INC. |                                                           |  | 
|By:                      | By:    Curt R. Foust
Title: Assistant Corporate Secretary |  | 

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JANUS CAPITAL GROUP INC.  DESIGNATION OF BENEFICIARY

Subject to the terms of the Company's Plan[s], and in connection with my previously granted long-term incentive awards granted
under the Plan[s], if any, and revoking any previous designation in connection with any previous award under the Plan[s] which may be inconsistent
herewith, I hereby designate:

|                                          |  |  | 
|----------------------------------------- |  |  | 
|                                         
|(Beneficiary/Trust Name and Relationship)
|                                          |  |  | 
|                                         
|Address                                  

as
my beneficiary to receive upon my death the balance, if any, of my entire previously granted long-term incentive awards, if any, under the Plan[s] and the LTI
Award[s]. This designation of beneficiary shall be binding upon my estate and upon my heirs and legatees, and the Company may rely hereon without further authorization from any
representative of my estate or any other persons and without inquiring into the terms of my Last Will and Testament or any Codicil thereto. If the beneficiary designated hereinabove shall have
predeceased me or if the trust is revoked, then I direct that, upon my death, my estate shall become the beneficiary of all my previously granted long-term incentive awards under the
Plan[s] to the extent permitted by, and in accordance with the terms and conditions of the Plan[s] and the LTI Award[s]. I
reserve the right to change, in writing, this designation of beneficiary at any time, and I understand that this designation shall not become effective until received by the Company's Corporate
Secretary.

I
have executed this Designation of Beneficiary this            day
of                                    , 2008.

| | [Name]
| | ------

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APPENDIX ATERMS OF RESTRICTED STOCK AWARD

1.Grant of Restricted Stock Award.

Subject to the provisions of this Appendix, the LTI Acceptance Form and the Company's 2005 Long Term Incentive Stock Plan, as may be amended from time to time
(the "Plan"), the Company hereby grants to the Grantee the number of restricted shares of common stock of the Company, par value $.01 per share ("Common Stock") identified under the Restricted Stock
Award section of the attached LTI Acceptance Form (the "Restricted Stock").

2.No Right to Continued Employment.

Nothing in this Appendix or the Plan shall confer upon Grantee any right to continue providing Services to, or be in the employ of, the Company or any Subsidiary
or interfere in any way with the right of the Company or any Subsidiary to terminate Grantee's association or employment at any time. For purposes of the LTI Acceptance Form and this Appendix,
"Services" shall mean that the Grantee is providing services to the Company or any Subsidiary in the capacity as an employee, a member of the board of directors of the parent company, a trustee of a
Janus-affiliated investment company trust, or a consultant pursuant to a written consulting agreement.

3.Unfair Interference.

During Grantee's employment with the Company or any Subsidiary and during the twelve months after Termination of Affiliation, Grantee shall not:
(i) knowingly and directly solicit, hire or attempt to hire, or assist another in soliciting, hiring or attempting to hire, on behalf of any Competitive Business, any person who is an employee
or contractor of the Company or any Subsidiary; or (ii) knowingly and directly divert, attempt to divert, or solicit, or assist another in diverting, attempting to divert or soliciting, the
customer business of any Protected Client on behalf of a Competitive Business. For
purposes of this section, "Competitive Business" means any business that provides investment advisory or investment management services or related services; and "Protected Client" shall mean any
person or entity to whom the Company or any Subsidiary provided investment advisory or investment management services at any point during the six months preceding Grantee's Termination of Affiliation.

4.Share Withholding Program.

In connection with Section 11 (pertaining to the withholding of taxes), the Company hereby offers Grantee the opportunity to participate in the Janus share
withholding program (the "Program") as more fully described inExhibit Aattached hereto.The Program is
voluntary. However, if Grantee opts out of the Program, Grantee will be required to pay the Company the minimum withholding amount on or before each vesting date. Grantee's
election, if any, under #1 or #2 of the Restricted Stock Award section of the LTI Acceptance Form will indicate Grantee's acceptance of the terms set forth in Exhibit Aand will revoke any previous
Program election in connection with a restricted stock award which may be inconsistent herewith.

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5.Issuance of Shares.

Subject to Section 11 (pertaining to the withholding of taxes), as soon as practicable after each vesting event under Subsection (a) of the LTI
Acceptance Form, or if Grantee had a Termination of Affiliation pursuant to Subsection (b) of the LTI Acceptance Form, as soon as practicable after such termination (in each case, provided
there has been no prior forfeiture of the Restricted Stock pursuant to the terms of this Appendix or the Plan), the Company shall issue (or cause to be delivered) to the Grantee one or more stock
certificates or otherwise transfer shares with respect to the Restricted Stock vesting (or shall take other appropriate steps to reflect the Grantee's unrestricted ownership of all or a portion of the
vested Restricted Stock that is subject to this Appendix).

6.Nontransferability of the Restricted Stock.

Any unvested shares of the Restricted Stock shall not be transferable by the Grantee by means of sale, assignment, exchange, encumbrance, pledge or otherwise.

7.Rights as a Stockholder.

Except as otherwise specifically provided in this Appendix, the Grantee shall have all the rights of a stockholder with respect to the Restricted Stock including,
without limitation, the right to vote the Restricted Stock and the right to receive dividend payments. Dividends and distributions other than regular cash dividends, if any, may result in an
adjustment pursuant to Section 8.

8.Adjustment in the Event of Change in Stock.

In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other
property), recapitalization, stock split, reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, scheme of arrangement, split-up,
spin-off or combination involving the Company or repurchase or exchange of Common Stock or other rights to purchase Common Stock or other securities of the Company, or other similar
corporate transaction or event that affects the Common Stock such that an adjustment is determined by the Committee to be appropriate to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust the number and type of shares, or, if deemed appropriate, make
provision for a cash payment to the Grantee or the substitution of other property for shares of Restricted Stock;provided, that the number of shares of
Restricted Stock shall always be a whole number.

9.Payment of Transfer Taxes, Fees and Other Expenses.

The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares received by Grantee in
connection with the Restricted Stock, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

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10.Other Restrictions.

The Restricted Stock shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or
qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or federal law, or (ii) the consent or approval of any government
regulatory body, or (iii) an agreement by the Grantee with respect to the disposition of shares of Common Stock is necessary or desirable as a condition of, or in connection with, the delivery
or purchase of shares pursuant thereto, then in any such event, the grant and/or vesting of Restricted Stock shall not be effective unless such listing, registration, qualification, consent, approval
or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee.

11.Taxes and Withholding.

No later than the date as of which an amount first becomes includible in the gross income of the Grantee for federal income tax purposes with respect to any
Restricted Stock, the Grantee shall pay all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld by either: (i) participating in the
Company's Program to have shares withheld by the Company or its agent as set forth in Section 4 above (provided that it will not result in adverse accounting consequences to the Company), or
(ii) making other payment arrangements satisfactory to the Company. The obligations of the Company under this Appendix shall be conditioned on compliance by the Grantee with this
Section 11. It is intended that the foregoing provisions of this Section 11 shall normally govern the payment of withholding taxes; however, if withholding is not accomplished under the
preceding provisions of this Section 11, the Grantee agrees that the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the
Grantee, including compensation or the delivery of the Restricted Stock that gives rise to the withholding requirement.

12.Notices.

Any notice to be given to the Company shall be addressed to the Company at its principal office, in care of its Assistant Corporate Secretary. Any notice to be
given to Grantee shall be addressed to Grantee at the address listed in the Company's records. By a notice given pursuant to this section, either party may designate a different address for notices.
Any notice shall have been deemed given (i) when actually delivered to the Company, or (ii) if to the Grantee, when actually delivered; when deposited in the U.S. Mail, postage prepaid
and properly addressed to the Grantee; or when delivered by overnight courier.

13.Binding Effect.

Except as otherwise provided hereunder, this Appendix shall be binding upon and shall inure to the benefit of the heirs, executors or successors of the parties to
this Appendix.

14.Laws Applicable to Construction.

The interpretation, performance and enforcement of this Appendix shall be governed by the laws of the State of Delaware without reference to principles of
conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Appendix, the Restricted Stock is
subject to the terms and conditions of the Plan, which is hereby incorporated by reference.

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15.Severability.

The invalidity or enforceability of any provision of this Appendix shall not affect the validity or enforceability of any other provision of this Appendix.

16.Conflicts and Interpretation.

In the event of any conflict between this Appendix and the Plan, the Plan shall control. In the event of any ambiguity in this Appendix, or any matters as to
which this Appendix is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the
Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan, and (iii) make all other determinations deemed necessary or advisable for the administration of the
Plan.

17.Amendment; Section 409A of the Code.

Except as otherwise provided for in this Appendix, this Appendix may not be modified, amended or waived except by an instrument in writing approved by both
parties hereto which specifically states that it is amending this Appendix. However, this Appendix is subject to the power of the Board or the Committee to amend the Plan as provided therein, except
that no such amendment shall adversely affect your rights under the LTI Acceptance Form or this Appendix without your consent. The waiver by either party of compliance with any provision of this
Appendix shall not operate or be construed as a waiver of any other provision of this Appendix, or of any subsequent breach by such party of a provision of this Appendix. Notwithstanding anything to
the contrary contained in the Plan or in this Appendix, to the extent that the Company determines that the Restricted Stock is subject to Section 409A of the Code and fails to comply with the
requirements of Section 409A of the Code, the Company reserves the right to amend, restructure, terminate or replace the Restricted Stock in order to cause the Restricted Stock to either not be
subject to Section 409A of the Code or to comply with the applicable provisions of such section.

18.Headings.

The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of
this Appendix.

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(Share Withholding ProgramRestricted Stock Award)

Exhibit A

1.Definitions.    All capitalized terms used herein to the extent not defined below shall have the meaning set forth in Appendix
attached hereto.



2.Share Withholding Election.    By initialing either #1 or #2 on the LTI Acceptance Form, the Grantee elects to satisfy his or
her federal, state and local payroll and income tax withholding obligations arising in connection with the vesting of restricted shares of Common Stock received by the Grantee upon a future vesting
event or grant under the Cumulative Grants, as provided in Section 3 below, by participating in the Program. The Grantee is electing to participate in this Program, in part, in order to take
advantage of the safe harbor provisions provided by Rule 10b5-1 of the rules promulgated under the Securities Exchange Act of 1934, as amended.

3.Share Withholding.    The Grantee's share withholding election, as designated under the Restricted Stock Award section of the
LTI Acceptance Form, shall be binding on the Grantee. An election based on subsection 3(a) below will result in the sale of the approximate number of shares of Common Stock that will cover the
minimum withholding obligations. An election based on subsection 3(b) below will result in the sale of the number of shares of Common Stock to cover up to the approximate maximum tax rate.



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4.Compliance with Law.    The Grantee hereby irrevocably agrees that the sales of Common Stock pursuant to this Program shall be
automatically suspended or cancelled by the Company upon the occurrence of any of the following events:



5.Miscellaneous.



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APPENDIX BTERMS OF NON-QUALIFIED STOCK OPTION AWARD

1.Grant of Non-Qualified Stock Option Award.

Subject to the provisions of this Appendix, the LTI Acceptance Form and the Company's 2005 Long Term Incentive Stock Plan, as may be amended from time to time
(the "Plan"), the Company hereby grants to the Grantee a non-qualified stock option (the "Option Award") to purchase that number of shares of the Company's Common Stock ("Shares")
identified under the Non-Qualified Stock Option Award section of the LTI Acceptance Form.

2.Term.

The Option Award shall expire on the Expiration Date indicated in the Non-Qualified Stock Option Award section of the LTI Acceptance Form, unless
terminated earlier as provided herein, in the LTI Acceptance Form or in the Plan.The Option Award must be exercisedbeforethe
Expiration Date.

3.Manner of Exercise.



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4.Exercisability After Termination of Affiliation.

This Option Award may be exercised only while you are providing Services to the Company or any Subsidiary, except that this Option Award may also be exercised
after the date on which you cease providing Services ("Termination Date") in accordance with this section:



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5.No Right to Continued Employment.

Nothing in this Appendix, the LTI Acceptance Form or the Plan shall confer upon you any right to continue providing Services to, or be in the employ of, the
Company or any Subsidiary or interfere in any way with the right of the Company or any Subsidiary to terminate your association or employment at any time.

6.Unfair Interference.

During Grantee's employment with the Company or any Subsidiary and during the twelve months after Termination of Affiliation, Grantee shall not:
(i) knowingly and directly solicit, hire or attempt to hire, or assist another in soliciting, hiring or attempting to hire, on behalf of any Competitive Business, any person who is an employee
or contractor of the Company or any Subsidiary; or (ii) knowingly and directly divert, attempt to divert, or solicit, or assist another in diverting, attempting to divert or soliciting, the
customer business of any Protected Client on behalf of a Competitive Business. For purposes of this section, "Competitive Business" means any business that provides investment advisory or investment
management services or related services; and "Protected Client" shall mean any person or entity to whom the Company or any Subsidiary provided investment advisory or investment management services at
any point during the six months preceding Grantee's Termination of Affiliation.

7.No Waiver.

The failure of the Company in any instance to exercise any of its rights granted under this Appendix or the Plan shall not constitute a waiver of any other rights
that may arise under this Appendix.

8.Limited Transferability of Option Award.

Except as provided in the immediately following sentence, this Option Award is exercisable during your lifetime only by you or your guardian or legal
representative, and this Option Award is not transferable except by will or the laws of descent and distribution. To the extent and in the manner permitted by the Committee, and subject to such terms,
conditions, restrictions or limitations of this Appendix or the Plan or that may be prescribed by the Committee, you may transfer this Option Award to:



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9.Fractional or De Minimis Shares.

The Option Award shall not be exercisable with respect to a fractional share or with respect to fewer that ten (10) Shares, unless the remaining Shares are
fewer than ten (10).

10.Nonstatutory Option Award.

This Option Award has been designated by the Committee as a Nonstatutory Option Award; it does not qualify as an incentive stock Option Award.

11.Taxes.



12.Attestation to Ownership of Mature Shares.

Whenever under this Appendix you have the right to deliver Mature Shares to the Company for payment of the Option/Exercise Price pursuant to Section 3(a)
or for taxes in excess of the minimum amount of taxes required to be withheld by the Company pursuant to Section 11(b), in lieu of physically delivering such shares to the Company, you may
elect to deliver to the Company an affidavit and such other documents attesting to ownership of such Mature Shares in such form as is prescribed by the Company from time to time.

13.Amendments.

This Appendix may be amended only by a writing executed by the Company and you which specifically states that it is amending this Appendix except as otherwise
provided for in this Appendix;providedthat this Appendix is subject to the power of the Board or the Committee to amend the Plan as provided therein,
except that no such amendment shall adversely affect your rights under the LTI Acceptance Form or this Appendix without your consent.

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14.Notices.

Any notice to be given to the Company shall be addressed to the Company at its principal office, in care of its Assistant Corporate Secretary. Any notice to be
given to Grantee shall be addressed to Grantee at the address listed in the Company's records. By a notice given pursuant to this section, either party may designate a different address for notices.
Any notice shall have been deemed given (i) when actually delivered to the Company, or (ii) if to the Grantee, when actually delivered; when deposited in the U.S. Mail, postage prepaid
and properly addressed to the Grantee; or when delivered by overnight courier.

15.Binding Effect.

Except as otherwise provided hereunder, this Appendix shall be binding upon and shall inure to the benefit of the heirs, executors or successors of the parties to
this Appendix.

16.Laws Applicable to Construction.

The interpretation, performance and enforcement of this Appendix shall be governed by the laws of the State of Delaware without reference to principles of
conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Appendix, the Option Award is subject
to the terms and conditions of the Plan, which is hereby incorporated by reference.

17.Conflicts and Interpretation.

In the event of any conflict between this Appendix and the Plan, the Plan shall control. In the event of any ambiguity in this Appendix, or any matters as to
which this Appendix is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the
Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan, and (iii) make all other determinations deemed necessary or advisable for the administration of the
Plan.

18.Severability.

If any part of this Appendix is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to
invalidate any part of this Appendix not declared to be unlawful or invalid. Any part so declared unlawful or invalid shall, if possible, be construed in a manner which gives effect to the terms of
such part to the fullest extent possible while remaining lawful and valid.

19.Headings.

Headings are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Appendix.

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20.Miscellaneous.



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APPENDIX CTERMS OF MUTUAL FUND UNIT AWARD

1.Grant of Mutual Fund Unit Award.

Subject to the provisions of this Appendix, the LTI Acceptance Form and the Company's Mutual Fund Share Investment Plan, as may be amended from time to time (the
"Plan"), the Company hereby grants to Participant a phantom mutual fund award (the "Mutual Fund Award") as identified in the Mutual Fund Unit Award section of the attached LTI Acceptance Form.

2.Retail Account Required.

If you are a U.S. based employee, you must have an open account designated by Janus in order to receive any proceeds or benefits (including vesting) from this
Mutual Fund Award. A failure to maintain such an account will subject this Mutual Fund Award to a suspension of vesting or cancellation and forfeiture.

3.No Right to Continued Employment.

Nothing in this Appendix or the Plan shall confer upon Participant any right to continue providing Services to, or be in the employ of, the Company or any
Subsidiary or interfere in any way with the right of the Company or any Subsidiary to terminate Participant's association or employment at any time. For purposes of the LTI Acceptance Form and this
Appendix, "Services" shall mean you are providing services to the Company or any Subsidiary in the capacity as an employee, a member of the board of directors of the parent company, a trustee of a
Janus-affiliated investment company trust, or a consultant pursuant to a written consulting agreement.

4.Unfair Interference.

During Participant's employment with the Company or any Subsidiary and during the twelve months after Termination of Affiliation, Participant shall not:
(i) knowingly and directly solicit, hire or attempt to hire, or assist another in soliciting, hiring or attempting to hire, on behalf of any Competitive Business, any person who is an employee
or contractor of the Company or any Subsidiary; or (ii) knowingly and directly divert, attempt to divert, or solicit, or assist another in diverting, attempting to divert or soliciting, the
customer business of any Protected Client on behalf of a Competitive Business. For purposes of this section, "Competitive Business" means any business that provides investment advisory or investment
management services or related services; and "Protected Client" shall mean any person or entity to whom the Company or any Subsidiary provided investment advisory or investment management services at
any point during the six months preceding Participant's Termination of Affiliation.

5.Allocation Elections.



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6.Distribution upon Vesting.

Subject to the terms of the Plan (including but not limited to Section 5.3 of the Plan), as soon as practicable following the vesting of all or a portion
of Participant's Mutual Fund Award (but in no case later than 21/2 months following the end of the taxable year in which an award becomes vested), the value of the vested portion of
Participant's Account (subject to applicable tax withholding) will be deposited into a Janus-designated account to purchase the mutual funds in which Participant was invested on a phantom basis at the
time such distribution is processed. In the event Participant's chosen mutual funds are not available for purchase by Participant at the time of distribution, the Company has the sole discretion to
either purchase different but similar mutual funds or to deposit the net proceeds into the Janus Money Market Fund on behalf of Participant.

7.Taxes and Withholding.

No later than the date as of which an amount first becomes includible in Participant's gross income for federal income tax purposes with respect to any Mutual
Fund Award, the Company shall withhold all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld.

8.Amendment; Section 409A of the Code.

Except as otherwise provided for in this Appendix, this Appendix may not be modified, amended or waived except by an instrument in writing approved by both
parties hereto which specifically states that it is amending this Appendix. However, this Appendix is subject to the power of the

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Board
or the Committee to amend the Plan as provided therein, except that no such amendment shall adversely affect your rights under the LTI Acceptance Form or this Appendix without your consent. The
waiver by either party of compliance with any provision of this Appendix shall not operate or be construed as a waiver of any other provision of this Appendix, or of any subsequent breach by such
party of a provision of this Appendix. Notwithstanding anything to the contrary contained in the Plan or in this Appendix, to the extent that the Company determines that the Mutual Fund Award is
subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, the Company reserves the right to amend, restructure, terminate or replace the
Mutual Fund Award in order to cause the Mutual Fund Award to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.

9.Notices.

Any notice to be given to the Company shall be addressed to the Company at its principal office, in care of its Assistant Corporate Secretary. Any notice to be
given to Participant shall be addressed to Participant at the address listed in the Company's records. By a notice given pursuant to this section, either party may designate a different address for
notices. Any notice shall have been deemed given (i) when actually delivered to the Company, or (ii) if to the Participant, when actually delivered; when deposited in the U.S. Mail,
postage prepaid and properly addressed to the Participant; or when delivered by overnight courier.

10.Binding Effect.

Except as otherwise provided hereunder, this Appendix shall be binding upon and shall inure to the benefit of the heirs, executors or successors of the parties to
this Appendix.

11.Laws Applicable to Construction.

The interpretation, performance and enforcement of this Appendix shall be governed by the laws of the State of Delaware without reference to principles of
conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Appendix, the Mutual Fund Award is
subject to the terms and conditions of the Plan, which is hereby incorporated by reference.

12.Severability.

The invalidity or enforceability of any provision of this Appendix shall not affect the validity or enforceability of any other provision of this Appendix.

13.Conflicts and Interpretation.

In the event of any conflict between this Appendix and the Plan, the Plan shall control. In the event of any ambiguity in this Appendix, or any matters as to
which this Appendix is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the
Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan, and (iii) make all other determinations deemed necessary or advisable for the administration of the
Plan.

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