The terms and provisions of the Plan (a copy of which will be furnished to the Employee upon written request to the Office of the Secretary, Philip Morris International Inc., 120 Park Avenue, New York, New York 10017) are incorporated herein by reference. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Capitalized terms not otherwise defined herein have the meaning set forth in the Plan. This Award shall be treated as an Incentive Award for purposes of the Plan, and shall be subject to the limit in Section 5(b)(i) of the Plan based on the sum of the Fair Market Value of the Common Stock (determined at the Vesting Date) and the cash payment with respect to dividends. Notwithstanding the vesting terms of Sections 1 and 2, this Award shall also be subject to any additional performance goals or conditions established by the Compensation Committee in connection with Code section 162(m) with respect to individuals who are “covered employees” within the meaning of Code section 162(m).