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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Compensatory Arrangements of Certain Officers
Approval of Amended and Restated Annual Incentive Plan.On December 11, 2025, the Committee approved the amendment and restatement of the Company's Annual Incentive Plan (the "Plan"), effective January 1, 2026, except as otherwise specified therein. The Plan was revised to clarify the definition of "for Cause" termination, expand eligibility for a prorated annual award payment following retirement if certain age and service requirements are met, augment the language relating to compensation recoupment, expand eligibility for award payments for certain terminations "without Cause", increase the maximum award for participants, and make additional clarifying language changes, as set forth in the Plan.
The above description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan attached to this report as Exhibit 10.1 and incorporated herein by reference.