Common use of Initial Equity Award Clause in Contracts

Initial Equity Award. No later than sixty (60) days following the Effective Date, the Board or a committee thereof will grant you an initial equity award covering a target number of shares equal to $3,900,000, divided by the average per-share closing price of Company common stock for the twenty (20) trading days prior to the date of grant (the “Initial Equity Award”) under the Company’s 2015 Omnibus Incentive Plan, as amended (the “Equity Plan”). Forty percent (40%) of the Initial Equity Award will be granted in the form of time-based restricted stock units (the “Initial RSUs”) and sixty percent (60%) of the Initial Equity Award will be granted in the form of performance-based share awards (the “Initial PSAs”). The performance conditions applicable to the Initial PSAs will be determined by the Board in its discretion, and the Initial PSAs and Initial RSUs will otherwise be subject to the standard terms and conditions applicable to equity incentive awards granted to senior executives of the Company; provided, that in the event of your death, disability (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)) or your termination of employment by the Company without “cause” (as such term is defined in the Company’s Executive Severance Plan, as may be amended from time to time (the “Executive Severance Plan”)), in each case, other than within two years following the date of a Change in Control Transaction (as defined in Section 20 below), the (a) Initial RSUs shall vest as to a number of shares of Company common stock equal to the product of (i) the number of Initial RSUs multiplied by (ii) a fraction, the numerator of which shall be the number of full calendar months between the date of grant and the date your employment terminated, and the denominator of which shall be the number of full calendar months from the date of grant to the final vesting date (such fraction, the “Proration Multiple”), provided that such resulting number of Initial RSUs shall be reduced by the number of Initial RSUs that vested prior to the date of your termination of employment, and (b) Initial PSAs shall vest as to a number of shares of Company common stock equal to the product of (i) the total target number of Initial PSAs that you would have been entitled to receive had your employment continued through the end of the performance period, multiplied by (ii) the Proration Multiple. Notwithstanding the foregoing, in the event of a “Qualifying Termination” or resignation by you for “Limited Good Reason”, in either case within two years after a “Change in Control Transaction”, the Initial Equity Awards shall vest in full (with the number of shares of common stock subject to any performance-based awards determined as set forth in clause (i) above, and all terms used herein as defined in Section 20 below).

Initial Equity Award. No later than sixty (60A) days following the Effective Date, Subject to approval of the Board or a committee thereof will subcommittee thereof, PubCo shall grant you to the Executive equity-based compensation awards with an initial equity award covering a target number of shares aggregate value equal to $3,900,0001,000,000. Of such amount, divided by the average per-share closing price of Company common stock for the twenty (20) trading days prior to the date of grant (the “Initial Equity Award”) under the Company’s 2015 Omnibus Incentive Plan, as amended (the “Equity Plan”). Forty percent (40%) of the Initial Equity Award will 75% shall be granted in the form of time-based a restricted stock units unit award (the “Initial RSUsRSU Award”) and sixty percent (60%) of the Initial Equity Award will 25% shall be granted in the form of performance-based share awards a performance stock unit (the “Initial PSAs”). The performance conditions applicable to PSU Award” and together with the Initial PSAs will be determined by the Board in its discretionRSU Award and Sign-On Equity Award, and the Initial PSAs and Initial RSUs will otherwise be subject to the standard terms and conditions applicable to equity incentive awards granted to senior executives of the Company; provided, that in the event of your death, disability (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)) or your termination of employment by the Company without “cause” (as such term is defined in the Company’s Executive Severance Plan, as may be amended from time to time (the “Executive Severance PlanEquity Awards”)), in each case, other than within two years following subject to the date of a Change in Control Transaction Executive’s continued employment through the grant date. (as defined in Section 20 below), the (aB) Initial RSUs shall vest as to a The number of shares of Company common stock equal subject to the product of (i) the number of Initial RSUs multiplied by (ii) a fraction, the numerator of which RSU Award shall be the number of full calendar months between the date of grant and the date your employment terminated, and the denominator of which shall be the number of full calendar months from the date of grant to the final vesting date (such fraction, the “Proration Multiple”), provided that such resulting number of Initial RSUs shall be reduced determined by dividing $750,000 by the number average of Initial RSUs that vested the Company’s common stock closing price over the twenty business days prior to and including the date of your termination of employment, and Executive’s Commencement Date. (bC) Initial PSAs shall vest as to a The number of shares of Company common stock equal subject to the product the Initial PSU Award shall be determined by dividing $250,000 by the average of the Company’s common stock closing price over the twenty business days prior to and including the Executive’s Commencement Date. (iD) Subject to the total target number of Initial PSAs that you would have been entitled to receive had your employment Executive’s continued service with the Company through the end of the performance period, multiplied by (ii) the Proration Multiple. Notwithstanding the foregoing, in the event of a “Qualifying Termination” or resignation by you for “Limited Good Reason”, in either case within two years after a “Change in Control Transaction”applicable vesting date, the Initial Equity Awards RSU Award shall vest (x) with respect to 25% of the shares underlying such Initial RSU Award, on the first anniversary of the Commencement Date, and (y) as to the remaining 75% of the shares underlying such Initial RSU Award, in full (with substantially equal installments on each of the number 12 quarterly anniversaries thereafter. The terms and conditions of shares of common stock subject to any performance-based awards determined as the Initial RSU Award shall be set forth in clause an award agreement in a form prescribed by PubCo, to be entered into by PubCo and the Executive (i) abovethe “Initial RSU Award Agreement” and, and all terms used herein as defined in Section 20 below).together

Initial Equity Award. No later than sixty (60) days following the Effective Date, the Board or a committee thereof will grant you an initial equity award covering a target number of shares equal to $3,900,000, divided by the average per-share closing price of Company common stock for the twenty (20) trading days prior Subject to the date terms of grant (the “Initial Equity Award”) under the Company’s 2015 Omnibus 2022 Equity Incentive Plan, as amended Plan (the “Equity Incentive Plan”). Forty percent (40%) of the Initial Equity Award will be granted in and the form of time-based restricted stock units (RSU Award Grant Notice and award agreement issued thereunder, promptly following the “Initial RSUs”) Effective Date and sixty percent (60%) of the Initial Equity Award will be granted in the form of performance-based share awards (the “Initial PSAs”). The performance conditions applicable to the Initial PSAs will be determined approval by the Board in its discretionBoard, and the Initial PSAs and Initial RSUs will otherwise be subject to the standard terms and conditions applicable to equity incentive awards granted to senior executives of the Company; provided, that in the event of your death, disability (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)) or your termination of employment by the Company without “cause” (as such term is defined in will issue the Company’s Executive Severance Plan, as may be amended from time to time (the “Executive Severance Plan”)), in each case, other than within two years following the date of a Change in Control Transaction an RSU Award (as defined in Section 20 below), the (aEquity Incentive Plan) Initial RSUs shall vest as to for a number of shares of Company the Company’s common stock equal to the product of (i) the number of Initial RSUs multiplied by (ii) a fraction, the numerator of which shall be the number of full calendar months between the date of grant and the date your employment terminated, and the denominator of which shall be the number of full calendar months from the date of grant to the final vesting date (such fraction, the “Proration MultipleCommon Stock”), provided that such resulting number of Initial RSUs shall be reduced ) determined by dividing $150,000 by the number average Fair Market Value (as defined in the Equity Incentive Plan) of Initial RSUs that vested one share of the Common Stock for the 30 consecutive market trading days ending on and including the last market trading day prior to the date Effective Date, rounded down to the nearest whole unit (the “Initial RSU Award”). The Initial RSU Award shall include the following additional terms: (1) subject to the Executive’s continued employment with the Company and the terms and conditions of your termination of employmentthe Equity Incentive Plan, and (b) the Initial PSAs RSU Award shall vest as to a number follows, 30% of shares the Initial RSU Award shall vest on the first anniversary of Company common stock equal the Effective Date; (2) subject to the product Executive’s continued employment with the Company and the terms and conditions of the Equity Incentive Plan, the Initial RSU Award shall vest as follows, 30% of the Initial RSU Award shall vest on the second anniversary of the Effective Date; (i3) the total target number of Initial PSAs that you would have been entitled to receive had your employment continued through the end remainder of the performance periodInitial RSU Award shall vest in equal monthly installments on the last day of each full month over the twelve (12) months following the second anniversary of the Effective Date, multiplied by subject to the Executive’s continuous service with the Company or an Affiliate through such vesting dates; and (ii4) the Proration Multiple. Notwithstanding the foregoing, in the event of that during the Employment Period the Company consummates a “Qualifying Termination” or resignation by you for “Limited Good Reason”, in either case within two years after a “Change in Control Transaction”(as defined below) and the Initial RSU Award is not assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by Section 6(c)(i) of the Equity Incentive Plan, then 100% of the unvested portion of the Initial RSU Award shall fully vest immediately prior to the effectiveness of such Change in Control, subject to the Executive’s continued employment with the Company as of each such date and as further provided in the terms and conditions of this Agreement, the Initial RSU Award and the Equity Awards shall vest in full (with the number of shares of common stock subject to any performance-based awards determined as set forth in clause (i) above, and all terms used herein as defined in Section 20 below)Incentive Plan.

Initial Equity Award. No later than sixty Subject to and conditioned upon the consummation of the Distribution and approval by the LTD Board of Directors or the Compensation Committee of the LTD Board of Directors, the Company shall grant to the Executive a number of restricted stock units (60“RSUs”) days following covering LTD shares of common stock in an aggregate amount equal to 0.5% of the total issued and outstanding shares of LTD common stock immediately after the Distribution (the “Initial RSU Grant”), without giving effect to (A) any authorized or outstanding stock options, RSUs or other equity awards or rights to receive shares, in any case, that have not yet been issued, or (B) for the avoidance of doubt, the Initial RSU Grant. Notwithstanding the foregoing, if the Distribution has not been consummated by February 15, 2015, and Executive continues to be employed by the Company on a full-time basis in good standing through such date, then (1) subject to and conditioned upon approval by the Compensation Committee of the Board of Directors of Demand, Demand shall grant to the Executive a number of RSUs covering Demand shares of common stock in an aggregate amount intended to be substantially equivalent in value to the value of the Initial RSU Grant contemplated by the previous sentence, which value shall be based on the implied valuation of the Company as of the Effective Date as determined by Demand in its sole discretion (the “Substitute RSU Grant”) and (2) the Executive shall have no further interest in or right to receive the Initial RSU Grant thereafter, whether or not he Distribution subsequently occurs. Subject to Section 4(c) hereof and the Executive’s continued employment with the Company through the applicable vesting date, (i) the RSUs under the Initial RSU Grant (if any) shall vest in thirteen installments with 25% vesting on February 15, 2015 (the “Initial RSU Xxxxx Xxxx Date”), and the Board or balance vesting in twelve (12) substantially equal quarterly installments on each three-month anniversary of the Initial RSU Xxxxx Xxxx Date thereafter, and (ii) the RSUs under the Substitute RSU Grant (if any) shall vest over a committee thereof will grant you an initial equity award covering a target number of shares equal to $3,900,000, divided by the average perthree-share closing price of Company common stock for the twenty (20) trading days prior to year period with 25% vesting on the date of grant (the “Initial Equity AwardSubstitute RSU Xxxxx Xxxx Date”) under and the Company’s 2015 Omnibus Incentive Plan, as amended balance vesting in twelve (12) substantially equal quarterly installments on each three-month anniversary of the “Equity Plan”)Substitute RSU Xxxxx Xxxx Date thereafter. Forty percent (40%) The terms and conditions of the Initial Equity Award will be granted in RSU Grant or the form of time-based restricted stock units (the “Initial RSUs”) and sixty percent (60%) of the Initial Equity Award will be granted in the form of performance-based share awards (the “Initial PSAs”). The performance conditions applicable to the Initial PSAs will be determined by the Board in its discretionSubstitute RSU Grant, and the Initial PSAs and Initial RSUs will otherwise be as applicable, shall, subject to the standard terms and conditions applicable to equity incentive awards granted to senior executives of the Company; providedforegoing, that be set forth in the event of your death, disability (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)) or your termination of employment a separate award agreement in a form prescribed by the Company without “cause” or Demand, respectively, (as such term is defined in the Company’s Executive Severance Plan, as may be amended from time to time (the “Executive Severance Plan”)), in each either case, other than within two years following the date of a Change in Control Transaction (as defined in Section 20 below), the (a) Initial RSUs shall vest as to a number of shares of Company common stock equal to the product of (i) the number of Initial RSUs multiplied by (ii) a fraction, the numerator of which shall be the number of full calendar months between the date of grant and the date your employment terminated, and the denominator of which shall be the number of full calendar months from the date of grant to the final vesting date (such fraction, the “Proration MultipleRSU Agreement”), provided that such resulting number of Initial RSUs shall to be reduced entered into by the number of Initial RSUs that vested prior to Company and the date of your termination of employmentExecutive or Demand and the Executive, and (b) Initial PSAs as applicable, which shall vest as to a number of shares of Company common stock equal to evidence the product of (i) the total target number of Initial PSAs that you would have been entitled to receive had your employment continued through the end of the performance period, multiplied by (ii) the Proration Multiple. Notwithstanding the foregoing, in the event of a “Qualifying Termination” or resignation by you for “Limited Good Reason”, in either case within two years after a “Change in Control Transaction”, the Initial Equity Awards shall vest in full (with the number of shares of common stock subject to any performance-based awards determined as set forth in clause (i) above, and all terms used herein as defined in Section 20 below)applicable RSU award.

Initial Equity Award. No later than sixty Subject to the terms of the Company’s 2021 Inducement Plan (60the “Inducement Plan”) days and the form of Stock Option Grant Notice and award agreement issued thereunder, promptly following the Effective Date and approval by the Board, the Company will issue the Executive a Nonstatutory Stock Option (as defined in the Inducement Plan) to purchase 600,000 shares of the Company’s common stock (the “Stock Option Award”) and 400,000 Restricted Stock Units (as defined in the Inducement Plan) (the “Restricted Stock Unit Award” and together with the Stock Option Award, the “Initial Inducement Award(s)”). The Initial Inducement Awards shall include the following additional terms: (1) the exercise price per share shall be equal to the Fair Market Value (as defined in the Inducement Plan) of a share of the Company’s common stock on the date of grant of the Initial Inducement Awards; (2) subject to the Executive’s continued employment with the Company and the terms and conditions of the Inducement Plan, the Stock Option Award shall vest as follows, 25% of the Stock Option Award shall vest on the first anniversary of the Effective Date and the remainder of the Stock Option Award, shall vest in equal monthly installments on the last day of each full month over the thirty-six (36) months following the first anniversary of the Effective Date, the Board or a committee thereof will grant you an initial equity award covering a target number of shares equal to $3,900,000, divided by the average per-share closing price of Company common stock for the twenty (20) trading days prior to the date of grant (the “Initial Equity Award”) under the Company’s 2015 Omnibus Incentive Plan, as amended (the “Equity Plan”). Forty percent (40%) of the Initial Equity Award will be granted in the form of time-based restricted stock units (the “Initial RSUs”) and sixty percent (60%) of the Initial Equity Award will be granted in the form of performance-based share awards (the “Initial PSAs”). The performance conditions applicable to the Initial PSAs will be determined by the Board in its discretion, and the Initial PSAs and Initial RSUs will otherwise be subject to the standard terms Executive’s continuous service with the Company or an Affiliate through such vesting dates and conditions applicable to equity incentive awards granted to senior executives the Restricted Stock Unit Award shall vest as follows, four (4) equal consecutive annual installments of 25% of the CompanyRestricted Stock Unit Award, commencing on the first anniversary of the Effective Date and continuing on each consecutive anniversary of the Effective Date so that all Restricted Stock Units will be vested on the fourth-year anniversary of the Effective Date, subject to the Executive’s continuous service with the Company or an Affiliate through such vesting dates; provided, that and (3) in the event of your death, disability (within that during the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)) or your termination of employment by Employment Period the Company without “cause” (as such term is defined in the Company’s Executive Severance Plan, as may be amended from time to time (the “Executive Severance Plan”)), in each case, other than within two years following the date of consummates a Change in Control Transaction (as defined below) and the Initial Inducement Awards are not assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by Section 20 below), the (a9(c)(i) Initial RSUs shall vest as to a number of shares of Company common stock equal to the product of (i) the number of Initial RSUs multiplied by and (ii) a fractionof the Inducement Plan, then 100% of the numerator unvested portion of which each Initial Inducement Award shall be the number of full calendar months between the date of grant fully vest and the date your employment terminated, and the denominator of which shall be the number of full calendar months from the date of grant to the final vesting date (such fraction, the “Proration Multiple”), provided that such resulting number of Initial RSUs shall be reduced by the number of Initial RSUs that vested become exercisable immediately prior to the date effectiveness of your termination of employmentsuch Change in Control, and (b) Initial PSAs shall vest as to a number of shares of Company common stock equal subject to the product Executive’s continued employment with the Company as of (i) the total target number of Initial PSAs that you would have been entitled to receive had your employment continued through the end of the performance period, multiplied by (ii) the Proration Multiple. Notwithstanding the foregoing, each such date and as further provided in the event terms and conditions of a “Qualifying Termination” or resignation by you for “Limited Good Reason”, in either case within two years after a “Change in Control Transaction”this Agreement, the applicable Initial Equity Awards shall vest in full (with Inducement Award and the number of shares of common stock subject to any performance-based awards determined as set forth in clause (i) above, and all terms used herein as defined in Section 20 below)Inducement Plan.

Initial Equity Award. No later than sixty Subject to the terms of the Company’s 2022 Equity Incentive Plan (60the “Equity Incentive Plan”) days and the form of RSU Award Grant Notice and award agreement issued thereunder, promptly following the Effective Date and approval by the Board, the Company will issue the Executive an RSU Award (as defined in the Equity Incentive Plan) for 625,064 (the “Initial RSU Award”) shares of the Company’s common stock. The Initial RSU Award shall include the following additional terms: (1) subject to the Executive’s continued employment with the Company and the terms and conditions of the Equity Incentive Plan, the Initial RSU Award shall vest as follows, 50% of the Initial RSU Award shall vest on the first anniversary of the Effective Date and the remainder of the Initial RSU Award shall vest in equal monthly installments on the last day of each full month over the twelve (12) months following the first anniversary of the Effective Date, the Board or a committee thereof will grant you an initial equity award covering a target number of shares equal to $3,900,000, divided by the average per-share closing price of Company common stock for the twenty (20) trading days prior to the date of grant (the “Initial Equity Award”) under the Company’s 2015 Omnibus Incentive Plan, as amended (the “Equity Plan”). Forty percent (40%) of the Initial Equity Award will be granted in the form of time-based restricted stock units (the “Initial RSUs”) and sixty percent (60%) of the Initial Equity Award will be granted in the form of performance-based share awards (the “Initial PSAs”). The performance conditions applicable to the Initial PSAs will be determined by the Board in its discretion, and the Initial PSAs and Initial RSUs will otherwise be subject to the standard terms Executive’s continuous service with the Company or an Affiliate through such vesting dates; and conditions applicable to equity incentive awards granted to senior executives of the Company; provided, that (3) in the event of your death, disability (within that during the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)) or your termination of employment by Employment Period the Company without “cause” (as such term is defined in the Company’s Executive Severance Plan, as may be amended from time to time (the “Executive Severance Plan”)), in each case, other than within two years following the date of consummates a Change in Control Transaction (as defined in Section 20 below), the (a) Initial RSUs shall vest as to a number of shares of Company common stock equal to the product of (i) the number of Initial RSUs multiplied by (ii) a fraction, the numerator of which shall be the number of full calendar months between the date of grant and the date your employment terminatedInitial RSU Award is not assumed, and the denominator of which shall be the number of full calendar months from the date of grant to the final vesting date (such fraction, the “Proration Multiple”), provided that such resulting number of Initial RSUs shall be reduced continued or substituted by the number surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by Section 6(c)(i) of the Equity Incentive Plan, then 100% of the unvested portion of the Initial RSUs that vested RSU Award shall fully vest and become exercisable immediately prior to the date effectiveness of your termination of employmentsuch Change in Control, and (b) Initial PSAs shall vest as to a number of shares of Company common stock equal subject to the product Executive’s continued employment with the Company as of (i) the total target number of Initial PSAs that you would have been entitled to receive had your employment continued through the end of the performance period, multiplied by (ii) the Proration Multiple. Notwithstanding the foregoing, each such date and as further provided in the event terms and conditions of a “Qualifying Termination” or resignation by you for “Limited Good Reason”, in either case within two years after a “Change in Control Transaction”this Agreement, the Initial RSU Award and the Equity Awards shall vest in full (with the number of shares of common stock subject to any performance-based awards determined as set forth in clause (i) above, and all terms used herein as defined in Section 20 below)Incentive Plan.

Initial Equity Award. No later than sixty (60) days following Subject to approval by the Effective DateHRCC and the independent members of the Board, the Board or a committee thereof you will grant you be eligible for an initial equity long-term incentive award covering to be granted under the GlobalShare Program in the form of performance stock units, with a target number grant date fair value of shares equal to $3,900,000, divided by the average per-share closing price of Company common stock for the twenty (20) trading days prior to the date of grant 3,000,000 (the “Initial Equity Award”) under ), separately and in addition to the Company’s 2015 Omnibus Incentive Plan, as amended (the “Equity Plan”)annual long-term incentive awards described in Section 7 above. Forty percent (40%) The value of the Initial Equity Award will be granted in converted into a number of shares as of the form grant date using the average closing price of time-based restricted the Company’s common stock units for the thirty consecutive trading days including and immediately preceding the grant date (the “Base Price”). The Initial RSUs”Equity Award shall be earned in equal 25% increments upon the attainment of the applicable Stock Price Hurdle (as defined below) and sixty percent (60%) which shall vest in four equal annual installments beginning on the one-year anniversary of the grant date, subject to the achievement of the applicable Stock Price Hurdle as of each vesting date and your continuous employment with the Company or an affiliate through such vesting date and the terms and conditions of the GlobalShare Program and the applicable award agreement. If a Stock Price Hurdle is not achieved by the applicable vesting date, then the shares subject to the portion of the Initial Equity Award will that are subject to such hurdle shall remain outstanding and be granted in eligible to vest on the form next scheduled vesting date. Any shares subject to a portion of performance-based share awards (the “Initial PSAs”). The performance conditions applicable to the Initial PSAs will be determined Equity Award that is subject to a Stock Price Hurdle that is not achieved by the Board in its discretion, and four-year anniversary of the grant date shall be forfeited. For purposes of the Initial PSAs and Initial RSUs will otherwise Equity Award, a “Stock Price Hurdle” shall be subject to attained upon the standard terms and conditions applicable to equity incentive awards granted to senior executives closing price of the Company; provided’s common stock equaling or exceeding each of 125% (1st year), that in the event of your death150% (2nd year), disability 175% (within the meaning of Section 409A 3rd year) and 200% (4th year) of the Internal Revenue Code of 1986, as amended (“Section 409A”)) or your termination of employment by the Company without “cause” (as such term is defined in the Company’s Executive Severance Plan, as may be amended from time to time (the “Executive Severance Plan”))Base Price, in each case, other than within two years following for at least thirty consecutive trading days. In the event of a termination of your employment due to your death or Disability (defined below), the Initial Equity Award, to the extent unvested, will vest in full for time vesting purposes, with the earned portion of the award to be determined based on the highest Stock Price Hurdle achieved as of the date of such termination of employment. The Initial Equity Award is subject to the Change in Control (as defined under the GlobalShare Program) provisions as set forth in detail in the GlobalShare Program, provided that, and notwithstanding anything in the GlobalShare Program to the contrary, performance for purposes of determining the vesting of the Initial Equity Award shall be determined based on the highest Stock Price Hurdle achieved on or prior to the Change in Control, with the per share Change in Control consideration to be used to determine whether the Stock Price Hurdle was achieved as of the date of the Change in Control and the Initial Equity Award shall continue to vest in installments on the applicable vesting dates commensurate with the attained Stock Price Hurdle(s), subject to any accelerated vesting for a termination by the Company without Cause or your voluntary termination due to the existence of Good Reason (each as defined in this Agreement), in either case, during the two-year period beginning on the date of a Change in Control Transaction (Control, as defined provided in Section 20 below)the GlobalShare Program. For the avoidance of doubt, the (a) Initial RSUs shall vest as to a number of shares of Company common stock equal to the product of if your employment is terminated other than (i) the number of Initial RSUs multiplied by due to your death or Disability, or (ii) a fraction, the numerator of which shall be the number of full calendar months between the date of grant and the date your employment terminated, and the denominator of which shall be the number of full calendar months from the date of grant to the final vesting date (such fraction, the “Proration Multiple”), provided that such resulting number of Initial RSUs shall be reduced by the number of Initial RSUs that vested prior to the date of your termination of employment, and (b) Initial PSAs shall vest as to a number of shares of Company common stock equal to the product of (i) the total target number of Initial PSAs that you would have been entitled to receive had your employment continued through the end of the performance period, multiplied by (ii) the Proration Multiple. Notwithstanding the foregoing, in the event of a “Qualifying Termination” without Cause or resignation by you for “Limited Good Reason”, in either case Reason within two years after following a “Change in Control Transaction”Control, you shall forfeit the unvested portion of the Initial Equity Awards shall vest in full (with the number Award as of shares such termination of common stock subject to any performance-based awards determined as set forth in clause (i) above, and all terms used herein as defined in Section 20 below)employment for no consideration.

Initial Equity Award. No later than sixty (60A) days following VGH shall grant to the Effective Date, the Board or Executive an equity-based compensation award with a committee thereof will grant you an initial equity award covering a target number of shares value equal to $3,900,0002,500,000. Of such amount, divided by the average per-share closing price of Company common stock for the twenty (20) trading days prior to the date of grant (the “Initial Equity Award”) under the Company’s 2015 Omnibus Incentive Plan, as amended (the “Equity Plan”). Forty percent (40%) of the Initial Equity Award will 100% shall be granted in the form of time-based a restricted stock units unit award (the “Initial RSUsRSU Award”), subject to the Executive’s continued employment through the applicable grant date. (B) The number of shares VGH common stock subject to the Initial RSU Award shall be determined by dividing the average of the Company’s common stock closing price over the twenty business days prior to the Executive’s Commencement Date. The grant date shall be the Commencement Date. (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Initial RSU Award shall vest (and sixty percent become exercisable, as applicable) (60%x) with respect to 25% of the shares underlying such Initial Award, on the first anniversary of the Commencement Date, and (y) as to the remaining 75% of the shares underlying such Initial Award, in substantially equal installments on each of the 12 quarterly anniversaries thereafter. The terms and conditions of the Initial Equity RSU Award will shall be granted set forth in an award agreement in a form prescribed by VGH, to be entered into by VGH and the form of performance-based share awards Executive (the “Initial PSAsAward Agreement”). The performance Except as otherwise specifically provided in this Agreement, each Initial RSU Award shall be governed in all respects by the terms of and conditions applicable to of the Plan and the Initial PSAs will Award Agreement. (vi) Annual Equity Award(s). For each calendar year during the Employment Period beginning in calendar year 2022, the Executive shall be eligible to receive an annual equity- based compensation award(s) in the sole discretion of as determined by the Board, or a subcommittee thereof, from time to time. The Board or such subcommittee shall determine in its discretionsole discretion the grant timing, amount, form(s) and mix, and the Initial PSAs and Initial RSUs will otherwise be subject to the standard such other terms and conditions conditions, applicable to equity incentive awards granted to senior executives of any such annual equity-based compensation award, taking into account the Company; provided, that in the event of your death, disability (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)) or your termination of employment by the Company without “cause” (as such term is defined in Executive’s and the Company’s Executive Severance Plan, as may be amended from time to time performance. (the “Executive Severance Plan”vii)), in each case, other than within two years following the date of a Change in Control Transaction (as defined in Section 20 below), the (a) Initial RSUs shall vest as to a number of shares of Company common stock equal to the product of (i) the number of Initial RSUs multiplied by (ii) a fraction, the numerator of which shall be the number of full calendar months between the date of grant and the date your employment terminated, and the denominator of which shall be the number of full calendar months from the date of grant to the final vesting date (such fraction, the “Proration Multiple”), provided that such resulting number of Initial RSUs shall be reduced by the number of Initial RSUs that vested prior to the date of your termination of employment, and (b) Initial PSAs shall vest as to a number of shares of Company common stock equal to the product of (i) the total target number of Initial PSAs that you would have been entitled to receive had your employment continued through the end of the performance period, multiplied by (ii) the Proration Multiple. Notwithstanding the foregoing, in the event of a “Qualifying Termination” or resignation by you for “Limited Good Reason”, in either case within two years after a “Change in Control Transaction”, the Initial Equity Awards shall vest in full (with the number of shares of common stock subject to any performance-based awards determined as set forth in clause (i) above, and all terms used herein as defined in Section 20 below).