Common use of Vesting Clause in Contracts

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined based on in accordance with the level of achievement following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the performance metrics set forth on Exhibit A (such performance metrics, Bonus have been satisfied; provided the “Performance Metrics”) over Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUsDate. Any PRSUs The Committee shall make this determination within sixty (and any related Dividend Equivalents60) that are determined not to be earned and vested at the end of days after the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria Date (the date of such determination, the “Determination Date”). As soon as reasonably practicable following This determination shall be based on the Determination Date (but no later than March 15th actual level of the year following the year in which the end Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Measurement Period occurs)Performance Goal other than that actually achieved, all earned and vested PRSUs provided that the Committee’s good faith determination shall be settledfinal, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. ​ (b) In The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the occurrence of a Change in Control during Grantee, adversely affects the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as ability of the Change Grantee to satisfy the Performance Goal or in Control, then (w) any way prevents the effective date satisfaction of the Change Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in Control accordance with this Section 2 shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationforfeited. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms terms, conditions, and conditions of this Agreementlimitations set forth herein, the number Vesting Date for the Restricted Shares shall occur on [the third anniversary of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control grant set forth above (and on such date the Restricted Shares shall be become 100% vested)], provided that the last day Grantee is a full-time employee of Atlanticus (or one of its Affiliates) from the Measurement PeriodDate of Grant through the applicable date [and the performance criteria applicable to the Restricted Shares eligible to vest on such vesting date, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit AA attached hereto, are satisfied]. [Provided that the Grantee is a full-time employee of Atlanticus (yor one of its Affiliates) at the time of a “Change in Control,” any Restricted Shares that theretofore have not vested shall immediately vest upon a “Change in Control.”] Notwithstanding the foregoing, any Restricted Shares that theretofore have not vested shall immediately vest upon termination by Atlanticus (or its Affiliates) of Grantee’s employment other than for Cause or in the case of death or Disability of Grantee [provided that the performance criteria applicable to such Target PRSUs Restricted Shares have been satisfied at such time]. A transfer of Grantee from Atlanticus to a subsidiary or vice versa shall be settled on not constitute a termination for these purposes. Upon vesting, Atlanticus shall retain (or if it is not then holding the effective date shares, receive) shares of Common Stock having a Fair Market Value, at the time of vesting, equal to the Tax Withholding, unless prior to the Vesting Date the Grantee has made arrangements satisfactory to Atlanticus regarding the payment of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant Tax Withholding. The Grantee is permitted to make an election under Section 6(b)83(b) of the Target PRSUs as Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Change Code) or under similar laws with respect to the Restricted Shares in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date accordance with Section 18.05 of the Change of Control and (zPlan. In the event Grantee makes a permissible Section 83(b) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on election with respect to Restricted Shares, the Change Grantee is required to pay the tax withholding to Atlanticus in Control shall be forfeited and cancelled with no considerationcash.

Vesting. The bonus amount to be paid hereunder will vest and become payable upon final determination of the amount to be paid by the Corporation and the Committee, provided, however, that if such determination is made by the Committee prior to the Corporation’s filing with the Securities and Exchange Commission (“SEC”) of its annual report on Form 10-K that relates to the financial results for the applicable Performance Period, then the bonus amount to be paid hereunder will not vest and become payable until after such filing is complete. Notwithstanding the foregoing, all unvested Awards (and a bonus payment at Recipient’s Bonus Opportunity) shall immediately vest and become payable upon the occurrence of the following: (a) The performance termination of Recipient’s employment by reason of the death or Disability of Recipient; or (b) Recipient’s employment is terminated by the Corporation in anticipation of a Change of Control, or (c) Recipient is employed by the Corporation or an affiliate thereof at the time a Change of Control occurs, and at any time during the 18-month period following such Change of Control (provided that the bonus payment provided for hereunder shall have not already become due and been paid): (i) Recipient’s employment is terminated by the PRSUs Corporation or an affiliate thereof for any reason other than for death, Disability or Cause, or (ii) Recipient terminates his/her employment for Good Reason within one year following the initial existence of the conditions giving rise to such Good Reason; provided, however, that in the event any of the foregoing triggering events occurs after the end of the Performance Period but prior to the vesting of the Awards, then the amount of the bonus payment to Recipient shall be the period beginning January 1amount that would be due hereunder based on the performance of the Recipient’s Reporting Unit calculated in accordance with the Bonus Percentages set forth in Schedule A hereto (i.e., 2026 it shall not be paid at Recipient’s Bonus Opportunity, but shall be paid based on the Total Bonus Percentage for Recipient’s Reporting Unit multiplied by Recipient’s Bonus Opportunity), and ending on December 31, 2028 such award shall not vest and become payable until final determination of the amount to be paid by the Corporation and the Committee (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject such determination is made prior to the terms and conditions Corporation’s filing with the SEC of this Agreement, its annual report on Form 10-K that relates to the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on financial results for the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “applicable Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to then after such criteria (the date of such determination, the “Determination Date”filing is complete). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 13.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): (a) The performance period On the Initial Vesting Date, 33% of the Restricted Share Units shall become vested; (b) On the Corresponding Day in the twelfth (12th) month following the Initial Vesting Date, an additional 33% of the Restricted Share Units shall become vested; and (c) On the Corresponding Day in the twenty-fourth (24th) month following the Initial Vesting Date, 100% of the Restricted Share Units shall become vested. [Please refer to the website of the Third Party Administrator, Solium Capital LLC (Shareworks), which maintains the database for the PRSUs Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific grant ID under the tab labeled “Portfolio – Stock Options and Awards”).] On each Vesting Date, and upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided have become vested in accordance with this Agreement. Notwithstanding the foregoing, the consummation Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a Change in Control) given date if Grantee’s Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Date and prior to such Vesting Date (the vesting or forfeiture of such Restricted Share Units to be governed instead by Section 6). In addition, in the event the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other misconduct (a “Measurement PeriodSuspension Event”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on Company has the level of achievement right to suspend the vesting of the performance metrics set forth on Exhibit A Restricted Share Units until the day after the Company (such performance metricsas determined by the General Counsel or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Recovery Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, is employed by the Company as of the Change in Controldisabled or is terminated without Cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (wincluding due to Retirement) or is terminated for Cause prior to the effective Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the Change in Control shall be the last day of the Measurement PeriodSuspension Event, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control unless otherwise agreed by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationCompany.

Vesting. (a) The performance period for One-sixth of the PRSUs Performance Awards shall be vest on the period beginning January 1, 2026 Effective Date and ending on each of December 31, 2028 2020, December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024, in each case, so long as Executive remains continuously employed by the Company from the Effective Date through each such vesting date. Upon a termination of Executive’s employment with the Company by the Company for Cause, Executive will forfeit without consideration all vested (or, if earlier but unpaid) and unvested portions of the Performance Awards and all rights arising from the Performance Awards and from being a holder thereof. Upon a termination of Executive’s employment with the Company by the Company without Cause or as otherwise provided in this Agreement, the consummation a result of a Resignation for Good Reason prior to December 31, 2024, (i) if such termination is on or within 12 months following a Change in of Control (as defined below), any unvested portion of the Performance Awards shall become fully vested; (ii) if such termination is prior to a Change of Control or more than 12 months following a Change of Control, one-sixth of the Performance Awards shall become fully vested; (iii) after giving effect to the foregoing clauses (i) and (ii), Executive will forfeit without consideration all remaining unvested portions of the “Measurement Period”). Subject Performance Awards and all rights arising from such unvested portions of the Performance Awards and from being a holder thereof; and (iv) Executive will retain all vested portions of the Performance Awards subject to the terms and conditions of set forth herein and in the applicable award documentation. The accelerated vesting described in this Agreement, the number of PRSUs that paragraph shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero subject to 200% of the Target PRSUs. Any PRSUs Executive’s timely execution (and non-revocation in any related Dividend Equivalentstime provided to do so) that are determined not of a release of claims in a form reasonably satisfactory to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following For the end avoidance of the Measurement Perioddoubt, the Committee shall determine the level upon a termination of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the ParticipantExecutive’s employment with the Company terminated before the Change in Control by the Company on account as a result of the ParticipantExecutive’s resignation other than a Resignation for Good Reason or Executive’s death or disability, then Executive will (wi) the effective date forfeit without consideration all unvested portions of the Change in Control shall be the last day Performance Awards and all rights arising from such unvested portions of the Measurement Period, Performance Awards and from being a holder thereof and (xii) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) retain all vested portions of the Target PRSUs as of Performance Awards subject to the Change in Control as if the Performance Metrics had been achieved at the Target level terms and conditions set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationherein.

Vesting. (a) The performance period for Restricted Stock Units shall vest in full on the PRSUs shall first to occur of: (i) second anniversary of the Grant Date, provided the Grantee continues to be the period beginning January 1employed by, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreementor provide service to, the consummation of a Change in ControlCompany through such date: (i) the Grantee’s death; (ii) the “Measurement Period”). Subject to Grantee’s Disability; (iii) the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the effective date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during Event, and (iv) the Measurement Period where date determined in accordance with the PRSUs provisions of Section 3(b) below (the applicable date is referred to as, the “Vesting Date”). (b) Notwithstanding (a) above, the Grantee’s Employment Agreement with the Company sets forth certain terms and conditions under which the Grantee’s equity or equity-based awards from the Company, including this Grant, may vest on an accelerated basis in the event the Grantee ceases to be employed by, or provide service to, the Company under various specified circumstances. The terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations governing the accelerated vesting of the Restricted Stock Units as they apply to this Grant) are not assumed or exchanged for an equivalent substitute award hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement. However, no such accelerated vesting shall occur if such accelerated vesting is prohibited by the Company or its successor:terms of Section 2 of this Agreement. (ic) If a Change in Control Event occurs while the Participant Grantee is employed by by, or providing service to, the Company as Company, the Restricted Stock Units subject to this Grant at the time of the Change in Control, then Control Event will vest immediately prior to the closing of the Change in Control Event. The shares subject to vested Restricted Stock Units shall be converted into the right to receive the same consideration per share of Company Stock payable to the other shareholders of the Company upon the consummation of the Change in Control Event and such consideration shall be distributed to the Grantee within fifteen (w15) business days following the effective date of the Change in Control shall be Event, or on such later Repayment Date necessary to comply with the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationTARP Regulations. (iid) If the Participant’s employment with Grantee ceases to be employed by, or provide service to, the Company terminated before for any reason prior to vesting in one or more Restricted Stock Units subject to this Grant, then the Change in Control by Grant will be immediately cancelled with respect to those unvested Restricted Stock Units, and the number of Restricted Stock Units will be reduced accordingly. The Grantee shall thereupon cease to have any right or entitlement to receive any shares with respect to those cancelled Restricted Stock Units. If the Grantee ceases to be employed by, or provide service to, the Company on account of a termination by the Participant’s death or disabilityCompany for Cause, then (w) this Grant will be immediately cancelled with respect to all the effective date of the Change in Control shall be the last day of the Measurement PeriodRestricted Stock Units subject to such Grant, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved whether vested or unvested at the Target level set forth in Exhibit Atime, (y) such Target PRSUs and the Grantee shall be settled on thereupon cease to have any right or entitlement to receive any shares under this Grant and the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationRestricted Stock Units.

Vesting. (a) The performance period for Provided the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided Grantee meets any applicable vesting requirements set forth in this Stock Option Agreement, and provided that the consummation of a Change Stock Price Hurdle (as defined below) is met, except as set forth in Control) (the “Measurement Period”). Subject to the terms Sections 3 and conditions of this Agreement5 below, the number of PRSUs that Option awarded under this Stock Option Agreement shall be deemed earned and vested, if any, shall be determined based on the level of vest as follows: (subject to achievement of the performance metrics set forth on Exhibit A (such performance metrics, Stock Price Hurdle) 3rd Anniversary of the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 20050% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end shares Date of Grant 4th Anniversary of the Measurement Period shall be forfeited and cancelled for no value without further action Remaining 50% of the Participant or the Company. As soon as reasonably practicable following the end shares Date of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​Grant (b) In Notwithstanding the event foregoing, the Option will only vest if the closing price of the occurrence Company’s Common Stock on the New York Stock Exchange equals or exceeds $4.90 per share for ten consecutive trading days ending on or after June 6, 2015 (the “Stock Price Hurdle”), except as provided in Sections 3 and 5 below. If the Stock Price Hurdle has not been met on the third anniversary of a Change in Control during the Measurement Period where Date of Grant, the PRSUs are not assumed or exchanged for an equivalent substitute award Option with respect to 50% of the shares will vest on the first date after the third anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company or its successor: (i) a Subsidiary through the applicable vesting date. If the Participant Stock Price Hurdle has not been met by the fourth anniversary of the Date of Grant, the Option with respect to the remaining 50% of the shares will vest on the first date after the fourth anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company as of or a Subsidiary through the Change applicable vesting date. The Stock Price Hurdle must be met by June 5, 2022 in Control, then (w) order for the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and Option to vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationunder this Section 2. (iic) If the Participantvesting schedule above would produce a fractional share, the portion of the Option that is exercisable shall be rounded down to the nearest whole share. (d) Except as provided in Sections 3, 4 and 5 below, no portion of the Option will vest after the Grantee’s employment with the Company and its Subsidiaries has terminated for any reason. In the event of any termination of employment, the Grantee will forfeit the portion of the Option that does not vest either before the Change in Control by the Company on account of the Participant’s death termination date or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective applicable date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change designated in Control shall be forfeited and cancelled with no considerationSections 3, 4 or 5.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and 3.1 Except as otherwise provided in this Agreement, provided that the consummation Participant has not incurred a Termination of a Change Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in ControlAppendix A (attached hereto) (have been satisfied, the “Measurement Period”). Subject Restricted Stock Units will vest and no longer be subject to any restrictions in accordance with the terms following schedule: Upon completion of the Performance Period as described in Appendix A As provided in Appendix A Once vested, the Restricted Stock Units become "Vested Units." 3.2 Except as provided in Sections 3.3, 3.4 and conditions 3.5 of this Agreement, the number foregoing vesting schedule notwithstanding, upon the Participant's Termination of PRSUs that Service for any reason at any time before all of his or her Restricted Stock Units have vested, the Participant's unvested Restricted Stock Units shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be automatically forfeited and cancelled for no value without neither the Company nor any Subsidiary shall have any further action of obligations to the Participant or under this Agreement. 3.3 If the Company. As soon Participant’s Termination of Service occurs as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence a result of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Termination of Service by the Company without Cause or its successor: (i) If a Termination of Service by the Participant for Good Reason (as such term is employed by defined in the Company as Participant’s written employment agreement with the Company), a pro-rated portion of the Change in Control, then (w) the effective date of the Change in Control Restricted Stock Units shall be remain outstanding and eligible to vest based on actual performance through the last day of the Measurement Performance Period, (x) based on the number of days during the Performance Period that the Participant shall earn and vest in was employed provided the Target PRSUs as Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the Change in Control as if terms of any such agreement, the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs Restricted Stock Units shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be automatically forfeited and cancelled with no considerationneither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. (ii) 3.4 If the Participant’s employment with the Company terminated before the Change in Control by the Company on account Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the Participant’s death or disability, then (w) the effective date of the Change in Control Restricted Stock Units shall be remain outstanding and eligible to vest based on actual performance through the last day of the Measurement PeriodPerformance Period based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (x24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Participant’s written employment agreement with the Company), the Restricted Stock Units shall immediately become vested based on Target performance. 3.6 For purposes of this Section 3, “Retirement” with respect to a Participant means his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s Termination of Service occurs as a result of Participant’s death or Disability (as defined below), a pro-rated portion of the Restricted Stock Units shall immediately become vested at Target Performance Level (regardless of the Company’s performance), based on the number of days during the Performance Period that the Participant was employed with the Company, as applicable, provided the Participant (or Participant’s estate, if applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the Company and such release becomes effective and non-revocable prior to the 90th day following the Participant’s Termination of Service date. For purposes of this paragraph only, “Disability” shall have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant shall earn is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and vest in health plan covering the Pro Rata Portion (pursuant to Section 6(b)) employees of the Target PRSUs Company, provided, however, that nothing contained herein shall be construed as permitting a violation of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled Americans with Disabilities Act or similar law prohibiting discrimination on the effective date basis of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationa disability.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 2025 and ending on December 31, 2028 2027 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as ​ ​ reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and Except as otherwise provided in this Agreementset forth below, the consummation of a Change Restricted Stock Rights to which Grantee is entitled shall vest in Controlthe following manner: (i) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 20033% of the Target PRSUs. Any PRSUs Restricted Stock Rights will vest on the first anniversary of the Determination Date, (ii) an additional 34% of the Restricted Stock Rights will vest on the second anniversary of the Determination Date, and any related Dividend Equivalents(iii) that are determined not the final 33% of the Restricted Stock Rights will vest on the third anniversary of the Determination Date. (b) Upon Grantee’s Separation from Service due to be earned and vested death, Disability, Retirement, Impaction or Change in Control prior to the end of the Performance Period, Grantee shall vest in a pro rata portion of the Restricted Stock Rights to which Grantee is entitled at the end of the Measurement Performance Period as described in Subsection 13.1(a)(iii)(3) of the Plan. The number of Restricted Stock Rights to which Grantee is entitled hereunder shall be forfeited and cancelled for no value without further action of determined at the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement conclusion of the Performance Metrics and Period based upon actual performance during the percentage Performance Period. (c) Upon Grantee’s Separation from Service due to death, Disability, Retirement, Impaction or Change in Control after the conclusion of the Target PRSUs earned pursuant to such criteria (the date of such determinationPerformance Period, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th nonvested Restricted Stock Rights shall become 100% vested in accordance with Subsection 13.1(a)(iii)(3) of the year following the year Plan. (d) Upon Grantee’s involuntary or voluntary Separation from Service for any reason other than those set forth in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ Subparagraphs (b) In and (c) above, the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are Restricted Stock Rights, if not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Controlpreviously vested, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn canceled and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationimmediately. (iie) If the ParticipantUpon Grantee’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disabilitySeparation from Service for Cause, then (w) the effective date of the Change in Control all nonvested Restricted Stock Rights shall be the last day of the Measurement Period, (x) the Participant shall earn canceled and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationimmediately.

Vesting. (a) The performance period for Subject to the PRSUs provisions of Sections 3(b) and 3(c) hereof, the RSUs subject to this Award shall be become vested only if each of the period beginning January 1, 2026 Time Vesting Condition and ending on December 31, 2028 (or, if earlier and as otherwise provided the Performance Vesting Condition set forth in this Agreement, Section 3 are satisfied. RSUs that satisfy each of these conditions are referred to herein as “Vested RSUs” and RSUs that have not satisfied both of these conditions are referred to herein as “Unvested RSUs”. (i) Time-based vesting conditions. 100% of the consummation of a Change in Control) RSUs shall satisfy the time-based vesting condition (the “Measurement PeriodTime Vesting Condition”). Subject ) upon the third (3rd) anniversary of the Grant Date hereof, subject to the terms Participant not incurring a Termination prior to such date; provided, however, that if the Participant incurs a Termination prior to the third anniversary of the Grant Date and conditions such Termination is also a Good Leaver Termination (as defined below), a portion of this Agreementthe RSUs shall be deemed to have satisfied the Time Vesting Condition, with such portion determining by multiplying the total number of RSUs granted hereunder by a fraction, the numerator of which is the number of PRSUs months of employment that have elapsed between the Grant Date and the date of such Termination, and the denominator of which is 36. Any RSUs that have not satisfied the Time Vesting Condition as of the date of Termination (after taking into account any accelerated vesting provided in the previous sentence and/or in Section 3(b)), shall be immediately expire upon such Termination. For purposes herein, a “Good Leaver Termination” is a Termination that occurs by reason of a Participant’s death; Disability; a retirement by mutual agreement between the parties; a Termination by the Company or any of its Subsidiaries other than for Cause; or for any reason deemed earned and vesteda “Good Leaver Termination” by the Board. (ii) Performance-based vesting conditions. 50% of the RSUs shall satisfy the performance-vesting condition (the “Performance Vesting Condition”), if anyat all, shall be determined based on the level of achievement of the performance metrics TSR thresholds set forth on Exhibit A in the table below (such performance metrics, the “Performance MetricsTSR Tranche”), as determined by the Board, and measured from the [Registration Date through the third (3rd) over the Measurement Period, with the number anniversary of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement financial quarter immediately preceding the Grant Date]1 (the “Performance Period”); and the remaining 50% of the RSUs shall satisfy the Performance Vesting Condition, if at all, based on the Adjusted EBITDA thresholds set forth in the table below (the “EBITDA Tranche”), as determined by the Board following the conclusion of the Performance Period[; provided, that for purposes of measuring the EBITDA Tranche, the Performance Period shall be forfeited and cancelled for no value without further action include the time period between end of the Participant financial quarter immediately preceding the Grant Date through the third (3rd) anniversary of the end of the financial quarter immediately preceding the Grant Date]2. 1 IPO grants only; for subsequent grants, insert “end of the financial quarter immediately preceding the Grant Date through the third (3rd) anniversary of such date. 2 IPO grants only; for subsequent grants, delete bracketed language. With respect to each tranche (considered individually), (i) none of the relevant RSUs shall satisfy the applicable Performance Vesting Condition if the respective Threshold Performance percentage set forth above is not achieved; (ii) 25% of the relevant RSUs shall satisfy the applicable Performance Vesting Condition if the respective Threshold Performance percentage set forth above is achieved; (iii) 100% of the relevant RSUs shall satisfy the applicable Performance Vesting Condition if the respective Maximum Performance percentage set forth above is achieved or exceeded; and (iv) the Companyrelevant RSUs shall vest on a straight line interpolation basis if performance exceeds the respective Threshold Performance percentage but does not achieve the respective Maximum Performance percentage. As soon as reasonably practicable In no event shall more than 100% of the RSUs allocated to particular Performance Vesting Condition be deemed to satisfy such Performance Vesting Condition. The Board shall determine whether the applicable Performance Vesting Condition is satisfied within forty-five (45) days following the end of the Measurement Performance Period. To the extent that the Board determines that the Performance Vesting Condition has not been satisfied, the Committee RSUs shall determine immediately expire (whether or not the level of achievement of the Performance Metrics Time Vesting Condition is satisfied) and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in have no further rights under the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationRSUs. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. All of the Restricted Stock Units shall initially be unvested. Twenty-five percent (a25%) The performance period for of the PRSUs Restricted Stock Units (rounded up to the nearest whole number) shall be vest on the period beginning January 1first anniversary of the date of this Agreement and on each of the next three (3) successive anniversaries thereof (each such anniversary, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided a “Vesting Date”) unless previously vested or forfeited in accordance with the Plan or this Agreement, the consummation of a Change in Control) Agreement (the “Measurement PeriodNormal Vesting Schedule”). Subject . (i) Any Restricted Stock Units that fail to vest because the employment condition is not satisfied shall be forfeited, subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics special provisions set forth on Exhibit A (such performance metrics, the “Performance Metrics”in Subsections 3(a)(ii) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”through 3(a)(iv). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​. (bii) In If Participant’s employment terminates due to death or Permanent Disability or in the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged holders of the Company’s Common Stock receive cash consideration for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as their Common Stock in consummation of the Change in Control, then (w) the effective date Restricted Stock Units not previously vested shall immediately become vested. With respect to any of the Restricted Stock Units that constitute “deferred compensation” as defined under Code Section 409A, for purposes of this Section 3(a)(ii) and any acceleration of the Restricted Stock Units upon a Change in Control, a Change in Control shall be deemed to occur only if, in addition to the last day of the Measurement Period, (x) the Participant shall earn and vest requirements set forth in the Target PRSUs as of Plan, the Change in Control as if also meets the Performance Metrics had been achieved at requirements of IRS Reg. §1.409A-3(i)(5), to the Target level set forth in Exhibit A, extent necessary to avoid the imposition of taxes thereunder. (yiii) such Target PRSUs shall be settled If on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), Participant terminates employment for Good Reason, or is terminated by the Company without Cause, Restricted Stock Units not previously vested shall be forfeited and cancelled with no considerationimmediately become vested. (iiiv) If In the event of Participant’s employment with Retirement, the Company terminated before Compensation Committee may determine, in its sole discretion, whether and the Change manner in Control which Restricted Stock Units not previously vested (or any portion thereof) shall be vested and be settled pursuant to Section 3(d). In the absence of Compensation Committee action, upon such Retirement, the Restricted Stock Units which have not vested as of the date of such termination shall vest pro-rata as of the date of Participant’s Retirement. All such Restricted Stock Units which shall have not vested as a result of such Retirement shall be immediately and automatically forfeited without consideration of any kind and to the extent that the date Participant first becomes eligible for Retirement and the vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the requirements of Code Section 409A unless an exemption under the treasury regulations is available. The number of unvested Restricted Stock Units that shall vest pro-rata upon Retirement (absent action to the contrary by the Compensation Committee) described in the penultimate sentence of the foregoing paragraph of this Section 3(a)(iv) shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that Participant was employed by the Company on account or one of its Subsidiaries since the Participant’s death most recent Vesting Date or disabilityif no Vesting Date has yet occurred the number of months since the Date of Grant, then by 48, by (wB) the effective date number of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant Restricted Stock Units subject to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationthis Agreement.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to Section 2(b) and Section 2(c) and the terms and conditions of this AgreementMaximum Cap (as defined in Section 4(e)), the number of PRSUs Phantom Shares granted hereunder that shall be deemed earned and vestedvest on the Vesting Date, if any, shall be determined calculated in accordance with Exhibit A attached hereto based on upon the level of achievement of the performance metrics goals set forth on Exhibit A (the “Performance Goals”) during the period beginning on January 1, 20[ ] and ending on the Vesting Date (December 31, 20[ ]), or if earlier, a Change of Control (such performance metricsperiod, the “TSR Performance MetricsPeriod”) over ); provided that, to the Measurement Periodextent that any fractional Shares result, with the number of PRSUs Phantom Shares eligible for settlement (as set forth in Section 4) shall be rounded up to the nearest whole share. Any Phantom Shares granted hereunder that may do not vest on the Vesting Date shall be earned and vested ranging from zero forfeited. (b) Except as otherwise set forth in Section 2(c), the following terms shall apply in the event of a Termination of Service: (i) If, prior to 200% the Vesting Date, the Grantee experiences a Termination of Service by the Company without Cause (as defined in the Employment Agreement) or a Termination of Service by the Grantee for Good Reason (as defined in the Employment Agreement), then, subject to Section 5(j) of the Target PRSUsEmployment Agreement relating to execution of a release, as of the Vesting Date, the Grantee shall vest in the number of Phantom Shares that would have vested on the Vesting Date based upon achievement of the Performance Goals if the Grantee remained employed through the Vesting Date. (ii) If, prior to the Vesting Date, the Grantee experiences a Termination of Service on account of the Grantee’s death or Disability (as defined in the Employment Agreement), then the number of Phantom Shares that shall vest, if any, on the Vesting Date shall be the number of Phantom Shares that would have vested on the Vesting Date based upon achievement of the Performance Goals if the Grantee remained employed through the Vesting Date; provided that, such vesting shall be subject to Section 5(j) of the Employment Agreement relating to execution of a release, if the Grantee experiences a Termination of Service on account of the Grantee’s Disability. (iii) If the Grantee experiences a Termination of Service by the Company for Cause, then all Phantom Shares granted pursuant to this Agreement, whether or not vested, shall immediately be cancelled for no consideration, and the Grantee shall cease to have any rights under this Agreement. (c) If a Change of Control occurs during the Performance Period, the number of Phantom Shares that vest pursuant to this Agreement shall be calculated as described in this Section 2(c), subject to the Maximum Cap. Any PRSUs Notwithstanding anything to the contrary, the Committee may take such additional actions with respect to the Phantom Shares as it deems appropriate pursuant to the Plan. (and any related Dividend Equivalentsi) that are determined not to be earned and vested at In lieu of measuring performance as of the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Performance Period, the Committee shall determine the level calculate a “Change of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company Amount” as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective closing date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the “Change of Control Date”), determined in Control shall be forfeited and cancelled accordance with no consideration.Exhibit A. (ii) If the ParticipantGrantee continues in service through the Vesting Date, the Change of Control Amount shall vest on the Vesting Date. (iii) If the Grantee experiences a Termination of Service due to death or Disability upon or following the Change of Control and prior to the Vesting Date, then upon such Termination of Service, the Grantee shall vest in the Change of Control Amount, subject in the case of the Grantee’s Disability, to Section 5(j) of the Employment Agreement relating to execution of a release. (iv) If the Grantee experiences a Termination of Service by the Company without Cause or for Good Reason upon or following the Change of Control and prior to the Vesting Date, then upon such Termination of Service, the Grantee shall vest in the Change of Control Amount, subject to Section 5(j) of the Employment Agreement relating to execution of a release. (v) If the Grantee experiences a Termination of Service on account of the Grantee’s death or Disability, termination by the Company without Cause or termination by the Grantee for Good Reason prior to the Change of Control Date, and a Change of Control occurs following the such Termination of Service and prior to the Vesting Date, then as of the date of the Change of Control, the Grantee shall vest in the Change of Control Amount, subject to Section 5(j) of the Employment Agreement relating to execution of a release. (vi) For the avoidance of doubt, if the Change of Control Date occurs after the Vesting Date but prior to settlement of the vested Phantom Shares, the number of Phantom Shares that vest pursuant to this Agreement shall be determined in accordance with Exhibit A without regard to the occurrence of the Change of Control. (d) Notwithstanding the foregoing provisions of this Section 2, if the circumstances described in clauses (i) or (ii) below occur, then for purposes of this Agreement, the Grantee’s termination of employment shall not constitute a termination by the Company without Cause or a termination by the Grantee for Good Reason, and the Grantee shall not be entitled to any vesting pursuant to this Section 2: (i) In connection with the Grantee’s Termination of Service with the Company, the Company is managed by an external manager pursuant to a management and advisory contract and such external manager has provided the Grantee with an offer of employment (A) on economic terms that are at least substantially equivalent in form and economic substance (and not in the aggregate) to those provided to the Grantee immediately prior to such Termination of Service and (B) on terms that would not be deemed to trigger Good Reason (an offer of employment that meets the requirements of (A) and (B), a “Qualifying Offer”). (ii) A Change of Control occurs and immediately following such Change of Control, the Company is managed by an external manager pursuant to a management and advisory contract and such external manager has provided the Grantee with a Qualifying Offer. If the circumstances described in the preceding clauses (i) or (ii) occur and the Grantee accepts the external manager’s Qualifying Offer, then the Phantom Shares granted pursuant to this Agreement shall not be forfeited upon the Grantee’s Termination of Service with the Company and shall remain outstanding and continue to vest as long as the Grantee remains employed by the external manager. For the avoidance of doubt, upon the Grantee’s termination of employment with the external manager, the Phantom Shares granted pursuant to this Agreement shall be treated in accordance with the terms of this Agreement, applied as though the Grantee’s employment with the Company terminated before had terminated. (e) Except as otherwise provided in this Section 2, if the Change in Control by Grantee experiences a Termination of Service for any reason prior to the Company on account of Vesting Date, the Participant’s death or disabilityPhantom Shares granted hereunder shall, then (w) the effective date of the Change in Control shall with no further action, be the last day of the Measurement Period, (x) the Participant shall earn forfeited and vest in the Pro Rata Portion (pursuant cease to Section 6(b)) of the Target PRSUs be outstanding as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, Grantee’s Termination of Service. (yf) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) Any Phantom Shares granted hereunder that do not become earned and vested on vest as of the Change in Control shall Vesting Date shall, with no further action, be forfeited and cancelled with no considerationcease to be outstanding as of the Vesting Date.

Vesting. (a) The If Employee remains continuously employed by the Company from the Grant Date through December 31, 2023, this Performance Award shall vest in Employee on such date at the levels set forth in the Notice based upon achievement of the Company performance period for objectives set forth in the PRSUs shall be Notice (“Performance Objectives”) during the period beginning commencing on January 1, 2026 2021 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) 2023 (the “Measurement Performance Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably administratively practicable following the Determination Date (but no later than March 15th of the year following the year in which after the end of the Measurement Performance Period occurs(or such earlier date as set forth in Sections 2(b), all earned (c), (d) or (e)), the Compensation Committee of the Board (“Committee”) shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that are vested PRSUs shall be settled. ​in Employee as a result of such achievement. (b) In If on or after the event eighteen-month anniversary of the occurrence Grant Date and prior to the end of a Change in Control during the Measurement Performance Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the Participant is employed by definition of “Change of Control” under the Plan) of the Company occurs, (ii) Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the definition of “disability” under the Company’s long-term disability plan), or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the greater of the Change “Determined Percentage” (as defined below) and the “target” levels of performance as set forth in Controlthe Notice. For this purpose, then the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if (w1) the effective date of the Change in Control shall be the last day of the Measurement Period, Performance Period was the Determination Date (xas defined below) and the Performance Objectives were measured as of such date and (2) the Participant shall earn dollar amount levels for “entry,” “target” and vest in the Target PRSUs as of the Change in Control as if “overachievement” with respect to the Performance Metrics had been achieved at Objectives relating to the Target level EBITDA Component set forth in Exhibit Athe Notice were each prorated by multiplying the applicable dollar amount level by a fraction, (y) such Target PRSUs shall be settled the numerator of which is the number of calendar quarters during the period beginning on January 1, 2021 and ending on the effective Determination Date, and the denominator of which is 12 (such prorated levels being referred to herein as the “Prorated EBITDA Objectives”). As soon as administratively practicable after the date of the Change applicable vesting event described in clauses (b)(i), (b)(ii) or (b)(iii) above, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of Control and units of deferred Stock that vest as a result of such achievement. As used in this Agreement, the term “Determination Date” means (zA) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on with respect to the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account TSR Component of the Participant’s death or disabilityPerformance Award, then (w) the effective date of the Change in Control shall be applicable vesting event, and (B) with respect to the last day EBITDA Component of the Measurement PeriodPerformance Award, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) most recently completed fiscal quarter of the Target PRSUs as of Company coincident with or next preceding the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationapplicable vesting event.

Vesting. (a) The performance period for right to retain the PRSUs Awarded Parent Shares shall be subject to vesting in the period beginning January 1, 2026 and ending on December 31, 2028 manner specified in this Section 1(b). (or, if earlier and i) Except as otherwise provided in this Section 1(b), the Awarded Parent Shares shall become vested in accordance with the following schedule (rounded down to the nearest whole Parent Share), if (and only if) as of each such date Executive is, and since the Closing continuously has been, employed by Parent or any of its subsidiaries: There shall be no vesting between any such dates (i.e., all vesting is “quarterly cliff”). All Awarded Parent Shares which have not become vested hereunder are collectively referred to as “Unvested Parent Shares.” (ii) If Executive so elects, in Executive’s sole discretion, within 30 days after the Awards Closing (as defined below), Executive may make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit B attached hereto. Executive acknowledges that it is Executive’s sole responsibility to timely file any Section 83(b) election and that failure to file a Section 83(b) election within the applicable thirty (30) day period may result in the recognition of ordinary income when and as the Awarded Parent Shares becomes vested. (iii) Upon and simultaneously with Executive’s execution and delivery of this Agreement, Executive shall execute in blank five security transfer powers in the consummation form of a Change in Control) Exhibit C attached hereto (the “Measurement PeriodSecurity Powers”). Subject ) with respect to the terms Awarded Parent Shares and conditions shall deliver such Security Powers to the Company. Executive hereby authorizes the Company to complete and use the Security Powers to assign, transfer and deliver the Awarded Parent Shares that remain Unvested Parent Shares following Executive’s termination of employment with Parent and its subsidiaries to the Company. All certificates evidencing Unvested Parent Shares shall be held by the Company until they become vested or are forfeited. Upon any Unvested Parent Shares becoming vested, the Company promptly shall deliver the certificates evidencing such shares to Executive at the address set forth in Section 8(f). (iv) Upon and simultaneously with Executive’s execution and delivery of this Agreement, Executive shall deliver to the Company a spousal consent in the form of Exhibit D attached hereto, unless Executive is not then married. If, at any time subsequent to the date hereof but prior to December 31, 2012, Executive becomes legally married (whether in the first instance or to a different spouse), Executive shall cause his or her spouse to execute and deliver to the Company a spousal consent in the form of Exhibit D hereto. Executive’s failure to deliver to the Company an executed spousal consent at any time when he or she otherwise would be required to deliver such consent shall constitute Executive’s continuing representation and warranty to the Company that Executive is not legally married as of such date. (v) If Executive’s employment terminates after the Closing by Executive’s resignation with Good Reason or by Parent or any of its subsidiaries without Cause, then, in either case, all Awarded Parent Shares which have not yet become vested shall become vested. For the purposes of this Agreement, the number of PRSUs that capitalized terms “Cause” and “Good Reason” shall be deemed earned have the meanings given to them in the Amended and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon Restated Senior Management Agreement as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company effect as of the Change in Control, then Awards Closing (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) without giving effect to any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationsubsequent amendments thereto). (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for This option shall vest and become exercisable evenly over four years, commencing on March 1, 2007, at the PRSUs rate of 25% per year, subject to your continued employment on the applicable vesting date. This option shall be the period beginning January 1, 2026 subject to acceleration of vesting and ending on December 31, 2028 (or, if earlier and exercisability as otherwise provided in this the Employment Agreement and you will receive credit for one additional year of service for determining your vesting and exercisability rights on the first date on which you have earned a “Threshold Supplemental Performance Bonus” and your right to exercise the option shall become fully vested and exercisable on the first date on which you have earned the “Maximum Supplemental Performance Bonus,” as each such term is defined in the Employment Agreement. Payment of the option price shall be made in U.S. dollars or in Common Stock of the Corporation valued at its fair market value, or in a combination of such Common Stock and cash, or by any other method as may be approved by the consummation Compensation Committee or otherwise permitted under the Plan. However, payment may not be made with Common Stock unless stock has been held for at least six months. Payment shall be made to the Corporation at its corporate office, Castle Brands Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: President. The exercise of your option is subject to the following terms and conditions: As a Change in Control) prerequisite to delivery of any stock certificates upon your exercise of an option granted hereunder, you shall give an undertaking and agree to the placing of such legends on your certificates as may be required by the Compensation Committee to assure compliance with any federal or state securities laws. The Common Stock purchased pursuant to the exercise of an option granted hereunder cannot be sold unless it has been registered under the Securities Act of 1933, as amended (the “Measurement PeriodAct”), or is subject to an exemption from registration under such Act. Subject Except as provided below or in the Employment Agreement, you must be an employee or director of, or a consultant to the terms and conditions Corporation or one of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested its subsidiaries at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determinationexercise and that employment, directorship or consultancy must have been continuous from the “Determination Date”)date hereof. As soon as reasonably practicable following For the Determination Date (but no later than March 15th purposes of the year following the year in which the end Plan, persons on company-authorized leaves of the Measurement Period occurs)absence are considered employees; however, all earned and vested PRSUs shall be settledlong-term disability is not considered employment. ​ (b) In the event of a change of control of the occurrence of a Change Corporation your rights to exercise this option shall be governed by your employment agreement, or if not specifically addressed in Control during the Measurement Period where the PRSUs are your employment agreement or if you do not assumed or exchanged for have an equivalent substitute award employment agreement, shall be governed by the Company or its successor: Plan. In the event of (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. your death or (ii) If the Participant’s employment with the Company terminated before the Change in Control termination of your employment, directorship or consultancy by the Company on account of the Participant’s death Corporation for cause or disabilitywithout cause, then (w) the effective date of the Change in Control by you or due to long-term disability while an active employee, director or consultant, your rights to exercise this option shall be the last day of the Measurement Periodgoverned by your employment agreement, (x) the Participant shall earn and vest or if not specifically addressed in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as your employment agreement or if the Performance Metrics had been achieved at the Target level set forth in Exhibit Ayou do not have an employment agreement, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.as follows:

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. You cannot exercise your Nonqualified Stock Option and purchase the Shares until your Nonqualified Stock Option is vested, which will occur as set forth under “Vesting Schedule” on Exhibit A (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of each date a Change in Control) (Nonqualified Stock Option becomes vested is the “Measurement PeriodVesting Date”). Subject to the terms Plan and conditions of this Agreement, the number of PRSUs that shall each vested Nonqualified Stock Option may be deemed earned exercised and vestedShares may be purchased, if anyin whole or in part, shall be determined based beginning on the level of achievement of applicable Vesting Date and ending at 5:00 p.m. Eastern Standard Time (“EST”) on the performance metrics date set forth next to “Expiration Date of Award” on Exhibit A (such performance metrics, the “Performance MetricsExpiration Date”) over ). The Nonqualified Stock Option will vest and become exercisable as to the Measurement Period, portion of Shares and on the dates specified in the Vesting Schedule so long as your service with the number Company is continuous and does not end. The Vesting Schedule is cumulative, meaning that to the extent your Nonqualified Stock Option has not already been exercised and has not expired, been cancelled or terminated, you may at any time purchase all or a portion of PRSUs the Shares that are vested pursuant to the Vesting Schedule. The terms of the Plan and this Agreement shall govern the forfeiture and the expiration of the Nonqualified Stock Options at any time on, prior to or after the Nonqualified Stock Option becomes vested. This Nonqualified Stock Option may be earned exercised only while you continue to provide services to the Company or any Affiliate, and vested ranging from zero to 200% only if you have continuously provided such services since the date this Nonqualified Stock Option was granted. The following provisions shall also apply: (a) In the event your employment or service terminates by reason of your death or disability (as defined in Section 22(e)(3) of the Target PRSUs. Any PRSUs Code) (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period “Permanent Disability”), then all unvested Nonqualified Stock Options shall be forfeited and cancelled cancelled, and the vested Nonqualified Stock Options shall expire and be forfeited on the earlier of (i) the Expiration Date, or (ii) at 5 p.m. EST one (1) year after your date of employment or service termination for no value without further action death or Permanent Disability. You shall not be deemed to have a Permanent Disability until proof of the Participant existence thereof shall have been furnished to the Company in such form and manner, and at such times, as the Company may require and you agree that any determination by the Company that you do or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs do not have a Permanent Disability shall be settled. ​final and binding upon you. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed your employment or exchanged for an equivalent substitute award service is terminated by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Controlfor Cause, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and all Nonqualified Stock Options whether vested on the Change in Control or unvested shall be forfeited and cancelled with no considerationimmediately on the date of your termination of employment or service for Cause. Any determination by the Company that you have been terminated for Cause shall be determined by the Company in its sole discretion and shall be final and binding on you. (iic) If In the Participant’s event your employment with the Company terminated before the Change or service terminates for any reason other than those enumerated in Control by the Company on account (a) and (b) of the Participant’s death or disabilitythis Section 3, then (wi) the effective portion of each Nonqualified Stock Option that has not vested on or prior to the date of your employment or service termination shall immediately terminate and (ii) the Change in Control remaining vested portion of each Nonqualified Stock Option shall be terminate on the last day earlier of the Measurement Period, applicable Expiration Date or 5:00 p.m. EST on the date that is ninety (x90) days after the Participant shall earn and vest date of your termination of employment or service. (d) Notwithstanding anything to the contrary in this Agreement in the Pro Rata Portion (pursuant case of a Nonqualified Stock Option, if you shall die at any time after your termination of employment or service and prior to Section 6(b)) the date of termination of the Target PRSUs as applicable Nonqualified Stock Option, then the remaining vested but unexercised portion of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs applicable Nonqualified Stock Option shall be settled terminate on the effective earlier of the Expiration Date or 5:00 p.m. EST one (1) year after your date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationdeath.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2014 and ending on August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2017 (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject With respect to the PSUs that vest in accordance with the terms and conditions of this Agreement, the Grantee shall be entitled to receive a number of PRSUs that shall be deemed earned and vestedshares of Company Stock (each, if any, shall be determined based on a “Share”) equal to the level number of achievement of PSUs subject to the performance metrics Grant times the “Payment Percentage” set forth opposite the “Achievement Percentile” set forth on Exhibit A attached hereto1. Subject to Paragraphs 3 and 7 below, and further subject to satisfaction of the Performance Goals (as defined below), the Grantee shall be issued such Share(s) with respect to the vested PSUs within sixty (60) days following the later of: (i) the date that the Committee determines and certifies the Achievement Percentile attained with respect to the performance goals set forth on Exhibit A attached hereto (“Performance Goals”) with respect to the three-year period beginning on the first day of the fiscal year of the Company in which the Grant Date occurs (such performance metricsthree-year period, the “Performance MetricsPeriod”) over , and 1 Exhibit A will list one or more Performance Goals, and will include a column indicating Achievement Percentile (i.e., how much of Performance Goal was achieved), and Payment Percentage (i.e., how much the Measurement PeriodPSU will pay out at corresponding Achievement Percentiles). Performance Goals, with the number of PRSUs that may Achievement Percentiles, and Payment Percentages would be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, by the Committee shall determine the level in respect of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to each grant. such criteria (the date of such determinationCommittee certification, the “Determination Performance-Based Vesting Date”). As soon as reasonably practicable following ; and (ii) the Determination Date (but no later than March 15th three-year anniversary of the year following Date of Grant (the year in which “Time-Based Vesting Date”, and the end later of the Measurement Period occursTime-Based Vesting Date and the Performance-Based Vesting Date, the “Vesting Date”), all earned and vested PRSUs shall be settled. ​ (b) In subject to the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Grantee’s continuous employment by the Company or its successor: (i) If Employer from the Participant is Date of Grant until the Vesting Date. All unvested PSUs will be forfeited for no consideration if the Grantee ceases to be employed by the Company Employer for any reason other than Disability (as defined below), death, Retirement (as defined below), or as expressly provided in Paragraph 7 of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationthis Agreement. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and Except as otherwise expressly provided in this Agreement, if the consummation Committee determines that the Performance Goals for the Performance Period have been met and the other terms and conditions set forth in the AIP have been satisfied, you will be entitled to receive payment of a Change Bonus Award Payment. Except as expressly provided in Control) this Agreement, you will not be eligible to receive payment of the Bonus Award if you have not been continuously and actively been employed with Equinix or an Affiliate (the “Measurement PeriodEmployer”)) through the date of payment described under the heading “Payment” or any of the following circumstances apply on the date of payment without any further action by the Company or the Committee: • you are on a Performance Improvement Plan; • you are on notice (whether given or received) for a termination of employment with the Employer; • you on garden or similar non-paid leave; and/or • you have been suspended from your duties for any reason and/or are subject to ongoing proceedings. Subject You will not be considered to be continuously and actively employed with the Employer once you have stopped providing services, notwithstanding any notice period mandated under the employment laws of the country where you reside (e.g., active employment would not include a period of “garden leave” or similar period pursuant to the employment laws of the country where you resides), unless otherwise determined by the Company on a country-by-country basis. Unless otherwise determined by the Committee, a leave of absence will not constitute a termination of continuous service. The Committee has the exclusive discretion to determine when you are no longer actively employed for purposes of the Bonus Award, subject to compliance with Section 409A of the Code. Cash Payment - Any Bonus Payment Award that becomes payable in accordance with the terms and conditions of this Agreementunder the heading “Vesting” will be paid in cash. Payment Timing - Except as otherwise provided in the following sentence, the number Bonus Award Payment will be paid as soon as practicable following the date the Committee determines the Performance Goal Attainment Factor and determines a Bonus Award has vested and is payable for the Performance Period. Payment Amount -The Committee retains the right, in its sole discretion, to modify the determination of PRSUs that shall be deemed earned and vestedthe Performance Goal Attainment Factors (resulting in a reduction, an increase or elimination (including to zero) of, the amount of the Bonus Award Payment) to take into account recommendations of the Chief Executive Officer of the Company and/or such additional factors including qualitative factors, if any, shall be determined based on that the level Committee may deem relevant to the assessment of achievement individual or corporate performance for the Performance Period. New Hires - If you begin employment with the Employer following the commencement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence amount of a Change in Control during Bonus Award Payment, if any, that becomes payable will be pro rated by multiplying the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Bonus Award Payment by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationParticipation Period Factor. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. The option shall vest <<Vesting Schedule>>. You understand that, during any period in which the shares which may be acquired pursuant to your Option are subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended (a) The performance period and you yourself are also so subject), in order for your transactions under the Plan to qualify for the PRSUs shall be exemption from Section 16(b) provided by Rule 16b-3, a total of six months must elapse between the period beginning January 1grant of the Option and the sale of shares underlying the Option. Please execute the Acceptance and Acknowledgement set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, 2026 NMT Medical, Inc. By: Name: Title: ACCEPTANCE AND ACKNOWLEDGEMENT I, a resident of the State of , accept the Option (dated <<Grant Date>>) described above granted under the NMT Medical, Inc. 1996 Stock Option Plan for Non-Employee Directors, as Amended, and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation acknowledge receipt of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions copy of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement including a copy of the performance metrics set forth on Exhibit A Plan. I have read and understand the Plan. Dated: Taxpayer I.D. Number: Signature: [First Name] [Last Name], <<G▇▇▇▇ Date>>. NOTICE OF EXERCISE The undersigned, pursuant to a Nonstatutory Stock Option Letter Agreement (such performance metrics, the “Performance MetricsAgreement”) over between the Measurement Periodundersigned and NMT Medical, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria Inc. (the date of such determination“Company”), hereby irrevocably elects to exercise purchase rights represented by the Agreement, and to purchase thereunder shares (the “Determination DateShares”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of Company’s common stock, $.001 par value (“Common Stock”), covered by the Change Agreement and herewith makes payment in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationfull therefor.

Vesting. (a) The performance period This Warrant shall vest as to Shares (subject to adjustment as ----- provided herein) for each $20 million of net revenues of the Company exceeding $50 million for the PRSUs shall be the twelve (12) month period beginning January ending February 1, 2026 and ending on December 312002 or February 1, 2028 2003 (oreach a "Measuring Period"), if earlier and as otherwise provided that the gross margin for the ---------------- revenues reported in this Agreementthe applicable Measuring Period or Periods is at least eighty percent (80%). (b) The Chief Financial Officer of the Company, in consultation with the consummation Audit Committee of a Change in Control) the Board of Directors and/or the Company's then independent public accountants (the “Measurement Period”"Auditors"). Subject to , shall calculate the terms net revenues and conditions of this Agreement, the -------- gross margin for each Measuring Period and send a notice showing the number of PRSUs that shall be deemed earned and vestedShares, if any, which have vested during the applicable Measurement Period and a copy of his calculation (the "Calculation Notice") to the Company and to the ------------------ Holders of all the Performance Warrants, including the Holder hereof. If the Holder does not object to the calculation of the vesting within sixty (60) days (the "Objection Period") after his receipt of the Calculation Notice, the ---------------- calculation shall be determined based on final and binding upon the level Holder. Upon the request of achievement Holders of Performance Warrants for at least a majority of shares of Common Stock underlying the performance metrics set forth on Exhibit A (such performance metricsPerformance Warrants, a representative thereof may during the “Objection Period inspect the Company's financial books and records to verify the calculation in the Calculation Notice. If the Holder or another Holder of Performance Metrics”) over Warrants timely notifies the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero Chief Financial Officer prior to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period Objection Period, specifying his objection to the calculation, the Auditors shall review the calculation and their determination shall be forfeited final and cancelled for no value without further action of the Participant or binding upon the Company. As soon as reasonably practicable following The Holder or other Holders of Performance Warrants who objected to the end calculation shall bear the cost of the Auditors in reviewing the calculation, unless the Auditors make a change increasing the number of Shares to be vested, in which event the Company shall bear the cost of the Auditors' review. (c) Notwithstanding the vesting provision in this Section, this Warrant is limited to shares of Common Stock, except as may be adjusted --------------- pursuant to Section 3 hereof. In the event that no Shares become vested hereunder, this Warrant shall terminate upon the final determination for the second Measurement Period, notwithstanding the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective stated ending date of the Change in Control shall be the last day of the Measurement Exercise Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. All Allocated Shares shall vest and become exercisable immediately upon Allocation of such Shares. (aExhibit A – Exercise Conditions) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) TO: INSPIRATO INCORPORATED (the “Measurement PeriodCompany”). Subject ) Attention: Chief Financial Officer The undersigned, pursuant to the terms and conditions of this Agreementprovisions set forth in the attached Warrant, hereby elects to purchase the number of PRSUs that shall be deemed earned Shares set forth below covered by such Warrant. The undersigned, in accordance with Section 2 of the Warrant, h▇▇▇▇▇ agrees to pay the aggregate Exercise Price for such shares of Class A Common Stock. Upon surrender of the Warrant, duly endorsed, to the offices of the Company, a new warrant evidencing the remaining Shares covered by such Warrant but not yet exercised for and vestedpurchased, if any, shall should be determined based on issued in the level of achievement name of the performance metrics Holder. Capitalized terms used herein without definition are used as defined in the Warrant. The undersigned represents and warrants that the aforesaid shares are being acquired for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it have any contract, undertaking, agreement or arrangement for the same, and all representations and warranties of the undersigned set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% in Section 11 of the Target PRSUsattached Warrant are true and correct as of the date hereof. Any PRSUs (and any related Dividend Equivalents) that are determined not Number of Shares with respect to which the Warrant is being exercised: Aggregate Exercise Price to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant paid in cash or the Company. As soon as reasonably practicable following the end of the Measurement Periodby wire transfer: $ Holder: By: Name: Title: ASSIGNOR: COMPANY: INSPIRATO INCORPORATED WARRANT: THE WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK ISSUED ON MARCH 13, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the 2023(THE “Determination DateWARRANT”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.DATE: _________________________

Vesting. Except as otherwise provided in the Plan or an employment agreement or service agreement, the terms of which have been approved by the Administrator, the Restricted Stock Units will vest pursuant to the Vesting Schedule set forth in the Certificate. Restricted Stock Units that have vested and are no longer subject to forfeiture according to the Vesting Schedule are referred to herein as “Vested Units.” Restricted Stock Units that have not vested and remain subject to forfeiture under the Vesting Schedule are referred to herein as “Unvested Units.” The Unvested Units will vest and become payable in accordance with the Vesting Schedule. As soon as practicable after the Unvested Units become Vested Units, the Company will settle the Vested Units by issuing to Director one share of the Company’s Common Stock for each Vested Unit (the date of such settlement, the “Payment Date”). No fractional shares shall be issued under this Agreement. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and Forfeiture of Unvested Units. Except as otherwise provided in this AgreementSection, Restricted Stock Units previously granted to Director may be forfeited, unless the consummation Nominating and Governance Committee of the Board shall deem facts sufficient to prevent forfeiture, if Director: i) shall be found guilty of a Change in Controlfelony or is found guilty of breach of fiduciary duty to the Company; ii) ceases to be a director for reasons other than death, incapacity or retirement from the Board after at least five (5) years of service as a director of the Company prior to vesting of any Restricted Stock Units awarded (an “Measurement PeriodInvoluntary Termination”); or iii) elects not to stand for reelection. Subject to the terms and conditions of this Agreement, the number of PRSUs that No Shares shall be deemed earned and vested, if any, shall be determined based on the level of achievement issued or issuable with respect to any portion of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs Award that may be earned terminates unvested and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationforfeited. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. Your Options will be exercisable only to the extent that they have vested. Fifty percent (a50%) The performance period of your Options (“Time Vest Options”) will vest as follows: one-third of the total Time Vest Options granted to you hereunder shall vest on April 7, 2007, one-third of the total Time Vest Options granted to you hereunder shall vest on April 7, 2008, and one-third of the total Time Vest Options granted to you hereunder shall vest on April 7, 2009; provided, however, that vesting of such Time Vest Options will occur if and only if you have been continuously employed by the Company or any Subsidiary (excluding periods of temporary disability or approved leaves of absence) from the date of this Agreement through such vesting dates. Fifty percent (50%) of your Options (“Performance Vest Options”) will vest as follows: one-third of the total Performance Vest Options granted to you hereunder shall vest on April 7, 2007, one-third of the total Performance Vest Options granted to you hereunder shall vest on April 7, 2008, and one-third of the total Performance Vest Options granted to you hereunder shall vest on April 7, 2009; provided, however, that vesting of such Performance Vest Options will occur if and only if (1) you have been continuously employed by the Company or any Subsidiary (excluding periods of temporary disability or approved leaves of absence) from the date of this Agreement through such vesting dates and (2) as of each such vesting date the Company has either: (A) met or exceeded (as determined on a basis consistent with the calculation methodologies used in the preparation of the pro forma EBITDA projections for the PRSUs Company previously distributed to you) the annual EBITDA target for the prior fiscal year as set forth below: $ $ $ or (B) met or exceeded (as determined on a basis consistent with the calculation methodologies used in the preparation of the pro forma EBITDA projections for the Company previously distributed to you) the cumulative EBITDA target for the prior fiscal years as set forth below: $ $ Further, notwithstanding the foregoing, (X) in the event that the annual and/or cumulative EBITDA targets set forth in Sections 2(b)(i)(2)(A) and 2(b)(i)(2)(B) above are not met or exceeded for a given fiscal year or years, the Board may (but shall not be obligated to) at any time prior to the Expiration Date, in the Board’s sole and unreviewable discretion and whether due to the achievement by the Company of an acceptable EBITDA threshold for a sale of the Company or otherwise, deem such EBITDA targets set forth above satisfied for such fiscal year(s) for the purposes of determining the vesting of your Performance Vest Options and (Y) if your employment is terminated without Cause or for Good Reason (other than pursuant to clause (3) of the definition of Good Reason) within one hundred eighty (180) days prior to, or twelve (12) months following, a Change in Control, such termination shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and deemed to be as otherwise provided in this Agreement, the consummation a result of a Change in Control) (the “Measurement Period”). Subject to the terms , and conditions for purposes of this Agreement, the number of PRSUs that you shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is have been employed by the Company as of on the Change in Control, then (w) the effective date of the Change in Control and the vesting and exercisability of both your Time Vest Options and Performance Vest Options shall be the last day of the Measurement Period, controlled by subsection (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)d) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationthis Section 2.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and Except as otherwise provided in this AgreementSection 4 and Section 5, the consummation Stock Units shall become vested according to the vesting schedule set forth in the Notice of Award (each, a Change in Control) (the “Measurement PeriodVesting Date”), provided that the Participant continues to be employed by, or provide service to, the Company or a subsidiary from the Date of Grant until the applicable Vesting Date. (b) The vesting of the Stock Units shall be cumulative, but shall not exceed 100% of the Stock Units. Subject to If the terms and conditions of this Agreementforegoing schedule would produce fractional Stock Units, the number of PRSUs Stock Units that vest shall be deemed earned rounded down to the nearest whole Stock Unit and vested, if any, shall the fractional Stock Units will be determined based on accumulated so that the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with resulting whole Stock Units will be included in the number of PRSUs Stock Units that may be earned and become vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be on the last day of Vesting Date. Notwithstanding Section 4(a) above, contingent upon the Measurement Period, (x) Participant’s compliance with the Participant shall earn and vest covenants provided in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level applicable restrictive covenants set forth in Part I of Exhibit AB, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If upon the Participant’s termination of employment with the Company terminated before the Change in Control by the Company or service on account of the Participant’s death or disability, then (wi) the effective date of the Change in Control shall be the last day of the Measurement PeriodDisability, (xii) Retirement, (iii) death, (iv) involuntary termination by the Employer without Cause, or (v) Negotiated Deferred Voluntary Termination, the Participant shall earn and be treated for vesting purposes as though the Participant remained employed or providing service to the Company or a subsidiary through the next subsequent Vesting Date following the Participant’s termination, meaning, upon termination detailed in (i) through (v) of this Section 4(b), the Participant shall vest in the Pro Rata Portion (Stock Units that would have otherwise become vested as of such next subsequent Vesting Date provided, however, the Company has the right to reduce or change the amount depending on the facts and circumstances. Notwithstanding the foregoing, any additional vesting upon termination on account of Retirement pursuant to this Section 6(b)4(b) shall be provided only to the extent such vesting does not result in a violation of any age discrimination or other applicable law. Thereafter, any remaining unvested Stock Units shall be forfeited immediately. For avoidance of doubt, if the Participant's termination of employment or service is on account of Retirement, the Participant must remain employed through the three (3) month notice period in order to receive the pro-rata acceleration detailed above. If the Participant does not remain employed during the three (3) month notice period, all unvested Stock Units shall immediately be forfeited. (c) Except as otherwise provided in a written employment agreement or severance agreement which the Participant has entered into, in the event of a Change of Control before all of the Target PRSUs Stock Units vest in accordance with Section 4(a) above, the Stock Units shall be treated as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit ASection 5 below; provided, (y) the Committee may take such Target PRSUs shall be settled on actions with respect to the effective date vesting of the Change Stock Units as it deems appropriate pursuant to the Plan. For purposes of Control this Agreement, if the Participant is a local national of and employed in a country that is a member of the European Union, the grant of the Stock Units and the terms and conditions governing the Stock Units are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (z) the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any PRSUs (provision of the Stock Units is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company shall have the power and any related Dividend Equivalents) that do not become earned authority to revise or strike such provision to the minimum extent necessary to make it valid and vested on enforceable to the Change in Control shall be forfeited and cancelled with no considerationfull extent permitted under local law.

Vesting. (ai) The performance period for All of the PRSUs Restricted Stock Units shall initially be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”)unvested. Subject to the terms and conditions of this Agreement, the number of PRSUs that All Restricted Stock Units shall be deemed earned and vested, if any, shall be determined vest based on the level of Company’s achievement during the Company’s fiscal years 2016 (ending in calendar year 2017) and 2017 (ending in calendar year 2018) (such two-fiscal year period, the “Performance Period”) of the performance metrics established for purposes of the Company’s 2015 Long-Term Incentive Program, as set forth on Exhibit in Appendix A attached to this Agreement (such performance metrics, the “Performance Metrics”) over ). The Compensation Committee shall determine achievement of such Performance Metrics in its sole discretion, and the Measurement Perioddate upon which the Compensation Committee determines such performance shall be the applicable vesting date (the “Date of Vesting”). Upon the achievement of the threshold, with target and maximum levels of Performance Metrics, the number of PRSUs that may Grantee will be earned eligible to vest in 10%, 100% and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement PeriodRestricted Stock Units, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationrespectively. (ii) If the ParticipantGrantee’s employment with the Company terminated before the Change in Control terminates due to a termination by the Company on account for Cause (as defined in the Grantee’s Executive Severance Agreement, by and between the Grantee and the Company, dated January 27, 2016 (the “Severance Agreement”)) or a resignation by the Grantee without Good Reason (as defined in the Severance Agreement), all of the ParticipantRestricted Stock Units will be forfeit upon such termination of employment. (iii) Except as provided in Section 3(a)(ii), if the Grantee’s employment terminates due to a termination of employment for any reason (including without limitation a termination by the Company without Cause, a resignation by the Grantee for Good Reason or a termination by reason of the Grantee’s death or disabilitypermanent and total disability (as defined in the Company’s long-term disability program, then (w) the effective date regardless of the Change in Control shall be the last day of the Measurement Period, (x) whether the Participant is covered by such program)), Restricted Stock Units not previously vested shall earn and vest in full based on the Pro Rata Portion (pursuant to Section 6(b)) Company’s achievement of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at through the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of termination, to be determined by the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change Compensation Committee in Control shall be forfeited and cancelled with no considerationits sole discretion.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period Company will pay you the Per Share Cash Value for the PRSUs shall each vested Unit, with such payment to be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based made on the level of achievement applicable vesting date or as soon as administratively practicable thereafter; provided that in no event shall any such payment be delivered later than the fifteenth day of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable third month following the end of the Measurement Periodcalendar year with respect to which the Units were earned and not subject to forfeiture. For purposes of vesting under this Deferred Cash Replacement Award, with respect to any PSU award, you are entitled to vest in an amount no greater than the Committee shall determine target amount of Units under the level award. Each Unit with respect to a RSU will vest, and you will receive the Per Share Cash Value for each such Unit, in accordance with the time-vesting schedule in your applicable Grant Summary. Each Unit with respect to a PSU will be deemed to vest ratably on the last day of achievement each fiscal year during the portion of the Performance Metrics performance period (as set forth in the applicable Grant Summary) applicable to the Units that occurs following the Effective Date, and you will receive the percentage of the Target PRSUs earned pursuant to Per Share Cash Value for each such criteria Unit, in accordance with this time-vesting schedule and this Paragraph 2 (the date of such determination, the “Determination Date”Vesting). As soon as reasonably practicable following Notwithstanding the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs)foregoing, all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award if your “Employment” is terminated by the Company or your “Employer” without “Cause” (each as defined below) on or following the Effective Time and prior to the 24-month anniversary of the Effective Time, you will become 100% vested as of your date of Employment termination and the payment of the Per Share Cash Value for each Unit vesting upon the date of your Employment termination will be made within ten days following such date. As used herein, the term “Cause” means: (a) a violation of your obligations regarding confidentiality or the protection of sensitive, confidential or proprietary information, or trade secrets; (b) an act or omission by you resulting in your being charged with a criminal offense that constitutes a felony or involves moral turpitude or dishonesty; (c) conduct by you that constitutes poor performance, gross neglect, insubordination, willful misconduct, or a breach of the Company’s Code of Conduct or a fiduciary duty to the Company or its successor: stockholders; or (id) If the Participant is employed determination by the Company as senior management of the Change in ControlCompany that you violated state or federal law relating to the workplace environment, then (w) the effective date of the Change in Control shall be the last day of the Measurement Periodincluding, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit Awithout limitation, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlaws relating to sexual harassment or age, sex, race, or other prohibited discrimination. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and Except as otherwise provided in this AgreementSection 3, Restricted Stock Units subject to this grant shall vest as follows: (a) 8,750 Restricted Stock Units shall vest on the consummation one year anniversary of a Change in Control) (the “Measurement Period”). Subject Legal Grant Date subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics Participant achieving certain Key Performance Indicators set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​B attached hereto; (b) 8,750 Restricted Stock Units, shall vest on the two year anniversary of the Legal Grant Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto; (c) 8,750 Restricted Stock Units, shall vest on the three year anniversary of the Legal Grant Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto; (d) 8,750 Restricted Stock Units, shall vest on the four year anniversary of the Legal Grant Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto. For purposes of this Section, the period of time between each anniversary of the Legal Grant Date shall be referred to as the “Vesting Year”. In the event of the occurrence Participant's Termination of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Service by the Company without Cause or its successor: for Good Reason, all unearned Restricted Stock Units awarded under this Award Agreement that could be earned during the Vesting Year in which the Termination of Service occurs shall vest immediately prior to the Termination of Service. As used in this Agreement, “Good Reason” shall mean Participant’s resignation if after twelve (12) months from the Legal Grant Date, if (i) If the Participant is employed by the Company as not satisfied with his compensation package at that time; or (ii) Participant’s title or duties are materially adversely modified without Participant’s consent. Notwithstanding anything else contained herein, if there is a Change of the Change in ControlControl prior to a Termination of Service, then (w) the effective date of the Change in Control all unearned Restricted Stock Units awarded under this Award Agreement shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of immediately prior to the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationControl. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, Grantee's continued employment with the number Company through the Vesting Date (defined below) and the Company's attainment of PRSUs that may be earned and vested ranging from zero to 200100% of the applicable Target PRSUs. Any PRSUs (and any related Dividend Equivalentsas defined below) that are determined not with respect to be earned and vested at the end fiscal year of the Measurement Period Company that precedes the fiscal year during which the Vesting Date occurs, the Restricted Stock Award shall be forfeited and cancelled for no value without further action vest as to one-third of the Participant or shares of Restricted Stock underlying the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria Restricted Stock Award (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b"Annual Vesting Portion") In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be on the last day of the Measurement Periodfiscal first quarter of each of the 2006, 2007 and 2008 fiscal years of the Company (x) each a "Vesting Date"); PROVIDED, HOWEVER that, if, the Participant Company attains or exceeds 90% of the Target, but less than 100%, with respect to any fiscal year, then the Annual Vesting Portion shall earn and vest in respect of such fiscal year as follows: 50% of the Annual Vesting Portion shall vest if 90% of Target PRSUs is attained, and, for performance between 90% and 100% of Target, the remaining amount of the Annual Vesting Portion that vests shall be determined using straight line interpolation. To the extent that any shares comprising the Annual Vesting Portion do not vest on the applicable Vesting Date as provided in this Section 2, such shares shall be forfeited, together with any associated purchase price by the Grantee for said restricted shares. In no event later than 90 days after the commencement of each fiscal year of the Company, the Committee shall establish a Company performance target (the "Target") for such fiscal year, which may consist of one or more performance measurements. Notwithstanding the foregoing, with respect to each of the 2005, 2006 and 2007 fiscal years of the Company, the Committee shall have sole discretion to determine whether the applicable Target has been met as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of such Fiscal Year, and any Annual Vesting Portion shall be deemed vested as of the Measurement Period, (x) Vesting Date only to the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) extent of attainment of the Target PRSUs as of certified by the Committee. The Target and its constituent performance measurements may be equitably adjusted by the Committee in its sole discretion to reflect a Change in Control (as if defined in the Performance Metrics had been achieved at the Target level set forth Plan) and other corporate events, including, without limitation, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, other relevant changes in Exhibit Acapitalization, (y) such Target PRSUs extraordinary non-recurring events, acquisitions, divestitures and other corporate changes. Vesting shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change occur only in Control shall be forfeited and cancelled with no considerationwhole shares.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2014 and ending on August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2017 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. Unless otherwise provided in this Award Agreement or in the Plan, the RSUs shall be subject to the following conditions for vesting: (a) The performance period for Committee shall determine whether First Commercial Approval or Second Commercial Approval has been obtained and the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vestednumber, if any, shall be determined based of RSUs earned. The date on which the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, Committee makes its determination as to First Commercial Approval is hereinafter referred to as the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “First Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in The date on which the end of Committee makes its determination as to Second Commercial Approval is hereinafter referred to as the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​“Second Determination Date”. (b) In The target number of RSUs as set forth above will be earned (the event “Target Earned RSUs”) upon receipt of the occurrence first Commercial Approval from any Regulatory Authority for any therapeutic compound or product of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company (the “First Commercial Approval”), provided that such approval is granted on or its successor:before the Performance Deadline. The difference between the maximum number of RSUs and target number of RSUs will be earned (the “Incremental Earned RSUs”, and together with the Target Earned RSUs, the “Earned RSUs”) upon receipt of the second Commercial Approval from any Regulatory Authority (which may, but need not, be the same Regulatory Authority that granted the First Commercial Approval) for any therapeutic compound or product of the Company (the “Second Commercial Approval”), provided that such approval is granted on or before the Performance Deadline. (ic) If the Participant is employed by the Company Except as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level otherwise set forth in Exhibit Athis Award Agreement, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) one-half of the Target PRSUs Earned RSUs shall become vested and nonforfeitable on the First Determination Date, provided Participant has maintained its relationship as a Service Provider. The second half of the Change in Control Target Earned RSUs shall become vested and nonforfeitable on the first anniversary of the First Determination Date, provided Participant has maintained its relationship as if the Performance Metrics had been achieved at the Target level a Service Provider. Except as otherwise set forth in Exhibit Athis Award Agreement, (y) such Target PRSUs one-half of the Incremental Earned RSUs shall be settled become vested and nonforfeitable on the effective date Second Determination Date, provided Participant has maintained its relationship as a Service Provider. The second half of the Change of Control Incremental Earned RSUs shall become vested and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested nonforfeitable on the Change in Control shall be forfeited and cancelled with no considerationfirst anniversary of the Second Determination Date, provided Participant has maintained its relationship as a Service Provider.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this AgreementSection 3, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 6 or Section 7 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2025, and ending on August 31, 2028 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2028 (the “Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target; and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a "Material Event"), “adjusted core earnings per share" determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share" for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule, with using linear interpolation, as determined by the Committee: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to Committee determination that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period ("Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Exchange Act, the determination may be earned and vested ranging from zero to 200% made by (i) such ▇▇▇▇▇▇▇'s divisional Executive Vice President or the Chief Executive Officer of the Target PRSUsCompany, (ii) the Chief Operating Officer of the Company or (iii) the President of the Company (each, an "Authorized Officer"). Any PRSUs (The Committee’s or such Authorized Officer's good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the five-year period beginning [______________], and ending on [______________] (the “Performance Period,” subject to early termination in accordance with Section 2(b)). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [______________], [______________], [______________], [______________] and [______________] and shall be measured on three dates: [______________], [______________] and [______________] (each a “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the first Measurement Date (that is, [______________]) during the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, in accordance with the number of PRSUs that may be earned following schedule: Beginning [ ] and vested ranging from zero to 200% of Ending [ ] Notwithstanding the Target PRSUs. Any PRSUs foregoing schedule, (and any related Dividend Equivalentsi) that are determined not to be earned and vested at if the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of certified achievement of the Performance Metrics Goal at the first Measurement Date (that is, [______________]) is at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; (ii) if the certified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, less than 100 percent, if any, of the related Shares are certified to vest and become non-forfeitable), then the cumulative percentage of related Shares underlying the Restricted Stock Units that may be certified to vest and become non-forfeitable during the Performance Period shall not exceed 100 percent, and the percentage number of Restricted Stock Units and related Shares that may be certified to vest and become non-forfeitable as of any Measurement Date after the Target PRSUs earned pursuant first Measurement Date shall be reduced (but not below zero) by the number of Restricted Stock Units and related Shares, if any, that were certified to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the vest and become non-forfeitable on any preceding Determination Date (but as defined below); and (iii) no later than March 15th fractional Shares shall be issued, and subject to the preceding limitations on the number of related Shares available under this Agreement (that is, 150 percent of the year following related Shares through the year in which the end first Measurement Date and 100 percent of the Measurement Period occursrelated Shares thereafter), all earned and vested PRSUs any fractional Share that would have resulted from the foregoing calculations shall be settled. ​ (b) In rounded up to the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationnext whole Share. (iic) If The portion of the ParticipantGrantee’s employment rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the second Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the Company following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (d) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the third Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (e) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.the

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2019 and ending on August 31, 2022 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2022 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Below $9.75 0 % $9.75 20 % $11.65 100 % $12.50 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be earned and vested ranging from zero to 200% made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Target PRSUsCompany or by the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for Subject to Section 8 and the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided paragraphs in this AgreementSection below, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms Award shall vest and conditions of this Agreementbecome nonforfeitable upon, and subject to, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such hurdles and applicable time-based vesting requirements described in Annex A. The Administrator shall determine whether the applicable performance metricshurdles have been achieved, and the vesting of the Share Units is subject to the Administrator’s determination. If the Participant is a party to an employment or similar agreement with the Company or any Subsidiary that includes provisions addressing the vesting of equity awards, the “Performance Metrics”) over the Measurement PeriodAward shall also become vested as provided in such agreement (including, without limitation, in connection with the number of PRSUs that may be earned and vested ranging from zero to 200% certain qualifying terminations of the Target PRSUsParticipant’s employment and/or qualifying change in control transactions). Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end portion of the Measurement Period shall be forfeited and cancelled for no value without further action of Award that is not considered eligible to vest following the Participant or the Company. As soon as reasonably practicable Administrator’s determination following the end of the Measurement Periodapplicable performance period as a result of performance results for the performance period, the Committee all as determined in accordance with Annex A, shall determine the level of achievement of the Performance Metrics terminate and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable be forfeited following the Determination Date (but no later than March 15th Administrator’s determination. Upon a termination of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the due to Participant’s death or disability, Participant will vest in a pro-rata portion of the target 7/01 ‌ number of Share Units specified in Section 2 (“Target Shares”) that are then outstanding and unvested. The pro-rata portion will be calculated as follows: (wTarget Shares ÷ number of days from Award Date to original vesting date specified in Annex A (including both beginning and end date)) x number of days from the effective Award Date to the date of termination due to death or disability. Any partial shares will be rounded down to the Change nearest whole share. Disability as used in Control this paragraph shall be mean a physical or mental impairment which, as reasonably determined by the last day Company, renders Participant unable to perform the essential functions of Participant’s employment with the Measurement PeriodCompany, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled even with a reasonable accommodation that does not impose an undue hardship on the effective date of the Change of Control and (z) Company, for more than 90 days in any PRSUs (and any related Dividend Equivalents) 180-day period, unless a longer period is required by federal, state or local law, in which case that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlonger period would apply.

Vesting. (a) The performance period for Unless earlier terminated, forfeited, relinquished or expired, and subject to the PRSUs shall be Grantee’s continued employment through the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreementapplicable vesting dates, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that Performance Stock Units shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon vest as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successorfollows: (i) If the Participant is employed by Administrator certifies that the performance metric set forth in Appendix A attached hereto (the “Vesting Metric”) has been achieved at at least the Threshold level of performance during fiscal year 2019, 33% of the Earned Performance Stock Units (as determined pursuant to Appendix A) shall vest on the date on which the Administrator certified such achievement (the “First Time-Based Vesting Date”); and (ii) if the Administrator certifies that the Vesting Metric has been achieved at at least the Threshold level of performance during fiscal year 2019, the remaining 67% of the Earned Performance Stock Units shall vest on the first anniversary of the date on which the Administrator certified such achievement (the “Second Time-Based Vesting Date” and together with the First Time-Based Vesting Date, the “Time-Based Vesting Dates”). (b) Notwithstanding anything to the contrary in Section 3(a) above, in the event that the Company fails to achieve the Threshold level of performance under the Vesting Metric during fiscal year 2019, the vesting of the Performance Stock Units shall immediately cease and all of the Performance Stock Units shall be immediately forfeited as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationfiscal year 2019. (iic) Notwithstanding anything to the contrary in Section 3(a) above and subject to the conditions set forth below, if the Company consummates a Covered Transaction prior to the end of fiscal year 2019, the Performance Stock Units granted hereby that have not otherwise vested or been terminated, forfeited, relinquished or expired prior to the Covered Transaction shall automatically become a number of time-vested restricted stock units assuming the greater of target or expected (as determined by the Administrator) level of performance (“Restricted Stock Units”), which Restricted Stock Units shall vest on the first anniversary of the Covered Transaction, subject to ▇▇▇▇▇▇▇’s continued employment through that date. If the Participant’s employment with Administrator certifies that the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had Vesting Metric has been achieved at during fiscal year 2019, the Target level set forth in Exhibit Aapplicable Time-Based Vesting Dates shall not be affected by any Covered Transaction, (y) such Target PRSUs and the Earned Performance Stock Units shall be settled continue to vest based on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationtheir applicable Time-Based Vesting Dates.

Vesting. Subject to the remaining provisions of this Award: (a) Time-vesting SARs. The performance period for SARs shall vest, with respect to the PRSUs number of Shares indicated above in the box labeled “Time-vesting SARs,” if you remain continuously employed by the Company until the respective dates below. You may exercise them as to the number of SARs, in full or in part, at any time on or after the earliest Exercise Date or Dates identified in the following table: (b) Performance-vesting SARs: The SARs shall be the period beginning January vest, in an amount up to your Maximum Performance-vesting SARs (defined below) on March 1, 2026 [YEAR 4],1 subject to your continued employment to that date and ending on December 31, 2028 (or, if earlier and except as otherwise provided in this AgreementSection 2 below. The precise amount in which you may vest will be determined in accordance with the following rules, subject to certification by the consummation Committee of a Change in Controlthe Company's Economic Value Added (EVA) (growth over the “Measurement Period”). Subject [YEAR 1] through [YEAR 3] fiscal years, relative to the terms and conditions of this Agreementnormalized EVA growth, over the number of PRSUs that shall be deemed earned and vestedsame period, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award peer companies identified by the Company or its successorCommittee: (i) If the Participant Company's EVA growth is employed by at the Company as median level of the Change Company's peer group, you will have the opportunity to vest in Control, then (w) the effective date all of the Change in Control shall be the last day of the Measurement Period, Performance-vesting Shares (x) the Participant shall earn and vest in the at Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationLevel). (ii) If the Participant’s employment with Company's EVA growth is above the Company terminated before median level of the Change Company's peer group, you will have the opportunity to vest in Control a multiple (set by the Company on account Committee) of your Performance-vesting SARs, up to your Maximum Performance-vesting SARs. (iii) If the Company's EVA growth is below the median level of the Participant’s death or disability, then (w) Company's peer group but above the effective date 40th percentile of the Change peer group, you will have the opportunity to vest in Control shall at least a fraction (set by the Committee) of your Performance-vesting SARs (so that the Total Number of SARs vested will be less than the last day Target Level). 1 For awards with an Award Date of December 3,[YEAR]. For awards with a later Award Date, throughout this Award “March 1, [YEAR 4]” means the later of March 1, [YEAR 4] or the third anniversary of the Measurement PeriodAward Date. (iv) If the Company's EVA growth is at or below the 40th percentile of the Company's peer group, (x) you will not have the Participant shall earn and opportunity to vest in the Pro Rata Portion any portion of your Performance-vesting SARs (pursuant to Section 6(bat Target Level or otherwise)) . Your “Maximum Performance-vesting SARs” is 200% of the number of SARs indicated above in the box labeled “Total Number of SARs (at Target PRSUs as Level)” minus the number of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationyour Time-vesting SARs.

Vesting. (ai) All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall vest based on the Company’s achievement of the Performance Goals. The performance period Compensation Committee shall determine achievement of such Performance Goals in its sole discretion when the Company completes its annual audit for the PRSUs Company’s last fiscal year of the Performance Period, but no later than 90 days following the end of such fiscal year, and the date upon which the Compensation Committee determines such performance shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) applicable vesting date (the “Measurement PeriodDate of Vesting”). Subject If Grantee terminates Grantee’s Business Relationship with Lands’ End prior to the terms Date of Vesting (except as provided in subsection 3(a)(ii) and conditions (iii) below), such Grantee shall forfeit any unvested Restricted Stock Units upon such termination of this AgreementBusiness Relationship. (ii) If, following the number twelve (12) month anniversary of PRSUs that the Issuance Date, Grantee’s Business Relationship with Lands’ End terminates due to the Grantee’s permanent and total disability (as defined in the Company’s long-term disability program, regardless of whether the Grantee is covered by such program) (“Disability”), Restricted Stock Units not previously vested shall be deemed earned and vested, if any, shall be determined remain eligible to vest on a prorated basis through the date of termination based on the level of achievement actual performance of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested Company at the end of the Measurement Period Performance Period. (iii) If, following the twelve (12) month anniversary of the Issuance Date, Grantee’s Business Relationship with Lands’ End terminates due to the Grantee’s death, Restricted Stock Units not previously vested shall remain eligible to vest on a prorated basis through the date of death, and Grante▇’▇ ▇▇▇ate shall be forfeited and cancelled for no value without further action eligible to receive such pro-rated Restricted Stock Unit award, payable in cash based on actual performance of the Participant or the Company. As soon as reasonably practicable following Company at the end of the Measurement Performance Period. (iv) Any proration of the Restricted Stock Units described in subsections 3(a)(ii) and(iii) shall be based on a fraction, the Committee shall determine numerator of which is the level number of achievement of full months lapsed during the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (Period through the date of such determinationtermination or death, as applicable, and the denominator of which is the full number of months in the Performance Period (the “Determination DatePro Rata Fraction”) and the number of Restricted Stock Units which vest per subsections 3(a)(ii) and (iii). As soon , shall be determined by multiplying (i) the .Pro Rata Fraction by (ii) the number of Restricted Stock Units that would have vested based on actual performance as reasonably practicable following determined by the Determination Date (but no later than March 15th of the year following the year in which Compensation Committee at the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Performance Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (ai) The performance period Deferred Stock covered by this special retention grant shall vest in equal installments at the rate of 12.5% for each full year of employment with the PRSUs shall be the period beginning January 1, 2026 and ending on Company after December 31, 2028 1987 (with prorated vesting credit for each full month of employment in any partial year, subject to shareholder approval of the 1988 LTIP for months prior to May 1988). (ii) The vesting of the Deferred Stock granted hereunder shall be partially accelerated so that such Deferred Stock vests at the rate of 20% for each full year of employment with the Company after December 31, 1987 (with prorated vesting credit for each full month in any partial year, subject to shareholder approval of the 1988 LTIP for months prior to May 1988), in the event of Executive's termination due to death or Disability. (iii) The vesting of the Deferred Stock granted hereunder shall be fully accelerated in the event of: (1) termination of Executive's employment with the Company due to Executive's early retirement prior to December 31, 1995, with the express consent of the Board for purposes of the vesting acceleration provisions of this Deferred Stock award; (2) termination of Executive's employment with the Company by the Company without Cause or by Executive for "Good Reason" (as defined in Section 4(c) above); or, if earlier and as otherwise provided in this Agreement, the consummation of (3) a "Change in Control) (" of AMR, or a "Potential Change in Control" of AMR, as defined under the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​1988 LTIP. (bi) 20 (iv) In the event of the occurrence termination of a Change in Control during the Measurement Period where the PRSUs are employment, any shares of Deferred Stock not assumed otherwise vested under this Paragraph 1.1(a) at or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) prior to the effective date of the Change in Control such termination shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationforfeited. (iiv) If the Participant’s employment with the Company Executive is terminated before the Change in Control by the Company on account for Cause, all shares of the Participant’s death or disability, then Deferred Stock otherwise vested under this Paragraph 1.1 (wa) the effective date of the Change in Control but not yet distributed to Executive under Paragraph 1.1(b) below shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationforfeited.

Vesting. (a) The performance period for Restricted Stock shall vest in three equal annual increments on the PRSUs first three anniversaries of the Grant Date, subject to the Grantee’s continued employment with the Company and its Subsidiaries on each applicable vesting date. The vesting of the shares of Restricted Stock shall be cumulative, but shall not exceed 100% of the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreementshares of Restricted Stock. If the foregoing schedule would produce fractional shares, the consummation number of a Change in Control) (shares that vest on the first two vesting dates shall be rounded down to the nearest whole share and the fractional shares shall be accumulated and vest on the last vesting date. The period during which the Restricted Stock has not yet vested hereunder shall be referred to as the “Measurement Vesting Period.”). Subject to the terms and conditions (b) Notwithstanding any other provision of this Agreement, during the number of PRSUs that Vesting Period, the Restricted Stock shall be deemed earned immediately and vestedunconditionally forfeited and revert to the Company, without any action required by the Grantee or the Company in the event any of the following events occur: (1) The Grantee is dismissed as an employee of the Company and its Subsidiaries based upon fraud, theft, or dishonesty, which is reflected in a written or electronic notice given to the Grantee; (2) The Grantee purchases or sells securities of the Company in violation of the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect, if any, shall be determined based on the level ; (3) The Grantee breaches any duty of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs confidentiality including that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or required by the Company. As soon as reasonably practicable following ’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect; (4) The Grantee fails to assign any invention, technology, or related intellectual property rights to the end Company within 30 days after the Company’s written request for such assignment, if such assignment is a condition of any agreement between the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics Company and the percentage of Grantee; or (5) The Grantee breaches any non-solicitation or non-competition covenant by which the Target PRSUs earned Grantee is bound, pursuant to such criteria (the date of such determinationEmployee Confidential Information and Invention Assignment Agreement or otherwise, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationsubject to applicable law. (iic) If Notwithstanding the Participantforegoing provisions of this Section 2, upon cessation of the Grantee’s employment with the Company terminated before and its Subsidiaries under any circumstances, including, without limitation, the Change in Control by the Company on account of the ParticipantGrantee’s resignation, death or disability, then (w) or termination of employment by the effective date of Company or a Subsidiary, the Change in Control Restricted Stock shall be immediately and unconditionally forfeited and revert to the last day of Company, without any action required by the Measurement PeriodGrantee or the Company, (xto the extent that the Vesting Period has not ended in accordance with Section 2(a) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of such cessation of employment with the Change Company and its Subsidiaries. Shares of Control and (z) any PRSUs (and any related Dividend Equivalents) Restricted Stock that do not become earned and vested on the Change in Control pursuant to Section 2(a) shall be forfeited and cancelled the Grantee shall cease to have any rights of a stockholder with no considerationrespect to such forfeited shares as of the date of the Grantee’s termination of employment.

Vesting. (a) The performance period for the PRSUs Restricted Shares shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and vest as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​follows: (b) In Notwithstanding the foregoing, the Restricted Shares shall vest as follows: (i) all Restricted Shares shall vest in the event of the death or Disability of the Grantee; (ii) all Restricted Shares shall vest in the event that the Grantee is discharged by the Trust without Cause as defined in the Plan; and (iii) all Restricted Shares shall vest if the Grantee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control during Control. (c) As soon as reasonably practicable after the Measurement Period where vesting of all or any portion of the PRSUs are Restricted Shares, the Trust shall notify Grantee or the Grantee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Restricted Shares (“Tax Notice”). Grantee or Grantee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not assumed be required to remove the restrictions on such Shares until such time as the Grantee or exchanged for an equivalent substitute award the Grantee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Company Trust from time to time, may permit the Grantee or its successor: the Grantee’s legal representative to satisfy the Trust’s minimum statutory tax withholding obligations as determined by the Trust’s accounting department through (i) If the Participant is employed by sale of all or a portion of such Shares resulting from this Agreement through the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. employer’s broker or (ii) If by returning to the ParticipantTrust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Grantee or Grantee’s employment with legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Company terminated before Trust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the Change in Control by the Company on account Trust all or a portion of the ParticipantShares issued under this Agreement; or (ii) withholding the required amounts from other amounts due the Grantee or Grantee’s death legal representative, as applicable. The Trust is authorized to pay over to the appropriate authority, all federal, state, county, city or disability, then (w) the effective date of the Change in Control other taxes as shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (required pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlaw or governmental regulation or ruling.

Vesting. (a) The performance period for If, at the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in time of execution of this Agreement, Employee has ten or more years until he reaches Normal Retirement Age, Employee's right to a Retirement Benefit shall vest over a period of 10 years, at the consummation rate of 10% for each Year of Participation by Employee. If, at the time of execution of this Agreement, Employee has five or fewer years until he reaches Normal Retirement Age, Employee's right to a Retirement Benefit shall vest over a period of 5 years, at the rate of 20% for each Year of Participation by Employee. In addition, Employee shall become fully vested in his or her Retirement Benefit upon the occurrence of his or her death, Disability or a Change in Control. Notwithstanding any other provision of this Agreement to the contrary, if Employee's employment with the Company is terminated for Cause, Employee shall forfeit his or her rights to any benefits under this Agreement. (b) Employee acknowledges and agrees that during the vesting period described in Section 3.4(a) above, the Company may, from time to time, be required by applicable law to withhold amounts for certain federal employment taxes related to or incurred in connection with the amount of the benefit vested during each Year of Participation (the “Measurement Period”"Employment Taxes"). Subject Employee may elect, in his sole discretion, to pay such Employment Taxes by either (i) delivering to the terms and conditions of this AgreementCompany a check, cash or other readily available funds in an amount equal to the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero Employment Taxes no later than 30 days prior to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action applicable Year of Participation, or SUPPLEMENTAL BENEFIT AGREEMENT - A.R. GINN, JR. Page 4 (ii) executing such docu▇▇▇▇ation as the Company may require authorizing the Company to, beginning July 1 of the Participant or applicable Year of Participation, withhold from the Employee's compensation, in substantially equal amounts per pay period, the Employment Taxes. Notwithstanding the foregoing, if Employee terminates service with the Company subsequent to receiving a Year of Participation for vesting purposes under the Plan but prior to paying the entire amount of Employment Taxes applicable to such Year of Participation, Employee agrees, in the sole discretion of the Company. As soon , to either (i) execute such documentation as reasonably practicable following the end Company may require authorizing the Company to withhold from the Employee's final paycheck the balance of the Measurement PeriodEmployment Taxes due or (ii) deliver to the Company a check, cash or other readily available funds in an amount equal to the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (Employment Taxes no later than the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th termination of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s Employee's employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationCompany.

Vesting. (a) The performance period for Subject to the Participant’s continued Employment except as specifically provided herein or in the Plan, the PRSUs shall be the period beginning granted hereunder will vest on January 1, 2026 and ending on December 31, 2028 2022 (or, if earlier and as otherwise provided in this Agreementthe earliest of such date, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms Participant’s Retirement and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during of Control, the Measurement Period where “Vesting Date”). If the PRSUs are not assumed or exchanged for an equivalent substitute award Participant’s Employment terminates before the Vesting Date, no amounts will be payable hereunder unless the Participant’s Employment is terminated by the Company without Cause within 180 days before the Vesting Date, or its successor: (i) If on account of his or her death or Disability, in which case the Participant is employed by or the Company as Participant’s estate will be entitled to retain a pro rated number of PRSUs, which shall remain eligible for payment in accordance with Section 5 below (including application of any Performance Modifier). For purposes of the Change in Controlforegoing, then (w) the effective date pro rated number of PRSUs the Change in Control Participant or the Participant’s estate shall be entitled to retain shall be calculated by multiplying the last day total number of PRSUs awarded hereunder by a fraction, the Measurement Period, (x) numerator of which is the Participant shall earn number of days worked since the beginning of 2019 and vest the denominator of which is the total number of days in the Target Vesting Period (i.e., the number of days between January 1, 2019 and January 1, 2022). Notwithstanding the foregoing, all outstanding PRSUs as of will fully vest upon the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Participant’s Retirement or a Change of Control and will continue to be paid out in accordance with Section 5 below (z) including application of any PRSUs (and any related Dividend Equivalents) Performance Modifier); provided, however, that do not become earned and vested on the if such Change of Control is a Qualified Change of Control, notwithstanding anything set forth in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disabilitySection 5, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (payments made pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved 5 shall be made at the Target level set forth time(s) and in Exhibit A, (y) the same form of consideration as the consideration delivered to the Company’s Members in connection with such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationtransaction.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the five-year period beginning [ ], and ending on [ ] (the “Performance Period,” subject to early termination in accordance with Section 2(b)). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ], [ ], [ ] and [ ] and shall be measured on three dates: [ ], [ ] and [ ] (each a “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the first Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule: Beginning [ ] and Ending [ ] Notwithstanding the foregoing schedule, (i) if the certified achievement of the Performance Goal at the first Measurement Date (that is, [ ]) is at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; (ii) if the certified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, less than 100 percent, if any, of the related Shares are certified to vest and become non-forfeitable), then the cumulative percentage of related Shares underlying the Restricted Stock Units that may be certified to vest and become non-forfeitable during the Performance Period shall not exceed 100 percent, and the number of Restricted Stock Units and related Shares that may be certified to vest and become non-forfeitable as of any Measurement Date after the first Measurement Date shall be reduced (but not below zero) by the number of Restricted Stock Units and related Shares, if any, that were certified to vest and become non-forfeitable on any preceding Determination Date (as defined below); and (iii) no fractional Shares shall be issued, and subject to the preceding limitations on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares through the first Measurement Date and 100 percent of the related Shares thereafter), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the second Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (d) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the third Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (e) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after each Measurement Date during the Performance Period (each, a “Determination Date”). This determination shall be based on the actual level of achievement the Performance Goal achieved, and shall not be subject to an exercise of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero discretion to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the a level of achievement of the Performance Metrics Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the percentage Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Target PRSUs earned pursuant to such criteria (Grantee, adversely affects the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th ability of the year following Grantee to satisfy the year Performance Goal or in which any way prevents the end satisfaction of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [September 1, 2021] and ending on [August 31, 2024] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on [August 31, 2024] (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be earned and vested ranging from zero to 200% made by (i) such Grantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the Chief Operating Officer of the Target PRSUsCompany or by (iii) the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) [Cliff Vesting - If the Participant is employed by the Company as does not have a termination of the Change in Control, then (w) the effective date of the Change in Control shall be service through the last day of the Measurement Restriction Period, the Participant's right to receive 100% of the Restricted Shares shall vest without further risk of forfeiture. If the Participant's termination of service before the end of the Restriction Period is due to the Participant's death, disability, as defined in the First Charter Corporation Comprehensive Stock Option Plan, (x"Disability"), or retirement with the consent of the Committee ("Retirement"), all of the Restricted Shares shall vest.] [Graduated Vesting (assuming a three-year period; other durations could be used) - If the Participant has a termination of service prior to the end of the Restricted Period, the Participant's right to the Restricted Shares shall vest in accordance with the following schedule: (a) If the termination of service occurs before _____________, 20__ (the "Initial Vest Date"), the Participant shall earn and vest in the Target PRSUs as forfeit all of the Change in Control as if Restricted Shares; (b) If the Performance Metrics had been achieved at Termination of Service occurs on or after the Target level set forth in Exhibit A, Initial Vest Date, (yi) such Target PRSUs One-third of the Restricted Shares shall be settled vest on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.Initial Vest Date; (ii) One-third of the Restricted Shares shall vest on the first anniversary of the Initial Vest Date; and (iii) One-third of the Restricted Shares shall vest on the second anniversary of the Initial Vest Date. ] If the Participant’s employment 's termination of service before the end of the Restriction Period is due to the Participant's death, disability, as defined in the First Charter Corporation Comprehensive Stock Option Plan, ("Disability"), or retirement with the Company terminated before the Change in Control by the Company on account consent of the Participant’s death Committee ("Retirement"), all of the Restricted Shares shall vest.] Any provision of this Agreement to the contrary notwithstanding, the Committee may in its sole and absolute discretion at any time before, or disabilitywithin 120 days after, then (w) the effective date of the Change in Control such termination of service determine that some or all of such Restricted Shares shall be the last day free of the Measurement Period, (x) the Participant restrictions and shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall not be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationforfeited.

Vesting. (a) The performance period for Participant’s interest in the PRSUs Restricted Share Units awarded under paragraph 1 shall become vested and nonforfeitable as follows: thirty-three and one-third percent (33-1/3%) of the Restricted Share Units shall vest on each one year anniversary of the Award Date such that all of the Restricted Share Units shall be fully vested after three (3) years from the period beginning January 1Award Date so long as Participant remains a bona fide employee of the Company (or its Subsidiaries). Upon vesting, 2026 and ending on December 31the American Depositary Receipts representing the Shares subject to the vested Restricted Share Units shall be delivered to Participant from the Trust, 2028 provided the withholding requirements of paragraph 6 have been satisfied. (orb) If Participant ceases to be a bona fide employee of the Company or any of its Subsidiaries for any reason, if earlier and then except as otherwise provided in this Agreementsubparagraph (b) or in subparagraph (c), the consummation of a Change in Control) (the “Measurement Period”). Subject all Restricted Share Units to the terms extent not yet vested under subparagraph (a) on the date Participant ceases to be an employee shall be forfeited by Participant without payment of any Shares or other consideration to Participant therefor. Notwithstanding the foregoing, if Participant’s employment is terminated under the provisions of the Company’s Separation Pay Plan, Participant’s interest in all Restricted Share Units awarded hereunder shall become fully vested and conditions nonforfeitable as of the date of termination; provided, however, that this sentence shall not apply if the Award Date is less than six (6) months prior to the date of such termination of employment. (c) If Participant’s employment terminates by reason of death, Disability (as defined below) or Retirement (as defined below), Participant’s interest in all Restricted Share Units awarded hereunder shall become fully vested and nonforfeitable as of the date of termination of employment; provided, however, that this sentence shall not apply if the Award Date is less than six (6) months prior to the date of termination of employment as a result of death, Disability or Retirement. For purposes of this Agreement, “Disability” means disability which entitles Participant to long-term disability benefits under the number Union Bank of PRSUs that shall be deemed earned and vestedCalifornia Long Term Disability Plan. For purposes of this Agreement, if any, shall be determined based on the level “Retirement” means termination of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by and its Subsidiaries on or after attaining age sixty-two (62) with ten (10) or more years of service with the Company on account or any of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationits Subsidiaries.

Vesting. This cash incentive Award will vest and become payable upon final determination of the amount, if any, to be paid by the Committee, provided, however, that if such determination is made by the Committee prior to the Corporation’s filing with the Securities and Exchange Commission (“SEC”) of its Annual Report on Form 10-K that relates to the financial results for the Performance Period, then the cash incentive amount to be paid hereunder will not vest and become payable until after such filing is complete. Notwithstanding the foregoing, this cash incentive Award shall immediately vest (at the maximum Bonus Percentage of 50% of Recipient’s Bonus Opportunity) and become payable upon the occurrence of the following: (a) The performance termination of Recipient’s employment by reason of the death or Disability of Recipient; or (b) Recipient’s employment is terminated by the Corporation in anticipation of a Change of Control, or (c) Recipient is employed by the Corporation or an affiliate thereof at the time a Change of Control occurs, and at any time during the 18-month period following such Change of Control (provided that any cash incentive payment provided for hereunder shall have not already become due and been paid): (i) Recipient’s employment is terminated by the PRSUs Corporation or an affiliate thereof for any reason other than for death, Disability or Cause, or (ii) Recipient terminates his/her employment for Good Reason within one year following the initial existence of the conditions giving rise to such Good Reason; provided, however, that in the event any of the foregoing triggering events occurs after the end of the Performance Period but prior to the vesting of the Award, then the amount of the cash incentive payment to Recipient shall be the period beginning January 1amount that would be due hereunder based on the performance of the Corporation calculated in accordance with the applicable Bonus Percentage set forth in Schedule A hereto, 2026 determined based on the Corporation’s Adjusted EBITDA, multiplied by Recipient’s Bonus Opportunity, and ending on December 31, 2028 such award shall not vest and become payable until final determination of the amount to be paid by the Corporation and the Committee (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject such determination is made prior to the terms and conditions Corporation’s filing with the SEC of this Agreement, its Annual Report on Form 10-K that relates to the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on financial results for the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to then after such criteria (the date of such determination, the “Determination Date”filing is complete). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2019 and ending on August 31, 2022 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2022 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Below $9.75 0 % $9.75 20 % $11.65 100 % $12.50 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be earned and vested ranging from zero to 200% made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Target PRSUsCompany or by the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) for the last two fiscal years (that is, the fiscal years ending and ) during the three-year period beginning , and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending and and shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Two Fiscal Years Ending [ ] and [ ] Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period PUs subject to this Award shall be subject to both a time-based vesting condition (the “Time-Based Condition”) and a performance-based vesting condition (the “Performance Condition”), as described herein. Except as expressly provided herein, none of the PUs shall be “vested” for purposes of this Agreement (i.e., the PUs shall not have any value), unless and until both the Time-Based Condition and the Performance Condition for such PUs are satisfied. The value of the PUs that are “vested” for purposes of this Agreement at any time shall equal the product of (i) the number of the PUs that have satisfied the Time-Based Condition and (ii) the value per PU (the “Vested PU Value”) given the level at which the Performance Condition has been satisfied for the PRSUs applicable Performance Period. (i) The Time-Based Condition for one-third of the PUs shall be satisfied on each of December 31, 2017, December 31, 2018 and December 31, 2019 (each, a “Time Vesting Date”), subject to the period beginning Participant not incurring a Termination prior to the applicable Time Vesting Date. Except as provided in this Agreement and/or under an effective employment agreement between the Company and the Participant, there shall be no proportionate or partial satisfaction of the Time-Based Condition prior to the applicable Vesting Date; for the avoidance of doubt, this Award shall be treated as an equity award for purposes of any accelerated vesting provided in an employment agreement. (ii) The Vested PU Value shall be based upon the level at which the performance goal(s) designated in the scorecard for the applicable Performance Period (the “Scorecard”) is/are satisfied, which Scorecard shall be prepared by the Committee and communicated to the Participant within the first 90 days following commencement of the applicable Performance Period. The “First Performance Period” shall be January 1, 2026 and ending on 2017 through December 31, 2028 (or2017; the “Second Performance Period” shall be January 1, 2018 through December 31, 2018; and the “Third Performance Period” shall be January 1, 2019 through December 31, 2019. Notwithstanding anything to the contrary in the Scorecard, the PUs shall only vest if earlier the Company’s earnings before interest, tax, depreciation and as otherwise amortization exceed $1.00 in any of the First Performance Period, the Second Performance Period or the Third Performance Period. For the avoidance of doubt, in no event shall the Performance Condition be deemed satisfied unless actual performance equals or exceeds the threshold level provided in this Agreementthe applicable Scorecard. To the extent that the actual performance is between the threshold and target levels or between the target and maximum levels described in the Scorecard, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, Vested PU Value shall be determined based on as set forth in the Scorecard; provided that the Performance Condition shall not be satisfied and the Vested PU Value shall be zero, if the actual performance is less than the threshold level of achievement of performance; and provided, further, that the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to maximum Vested PU Value shall not exceed 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationValue. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs RSUs shall be the period beginning January 1vest as follows, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, Grantee's continued employment with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUsCompany or a Subsidiary or Affiliate. Any PRSUs Within sixty (and any related Dividend Equivalents60) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable days following the end of each annual performance period set forth in (a), (b) and (c) below, the Measurement Compensation Committee shall meet and shall certify in writing whether the applicable performance goals have been achieved for each such year. Any fractional RSUs created by the vesting calculations described below will be rounded down to a whole share number; no fractional shares will be delivered pursuant to this Award. For purposes of this Award Agreement, [Performance Criteria] will be calculated based on [Insert Definition of Performance Criteria Calculation]. (a) [Performance Criteria – Year One]. If the Company's [Performance Criteria] for the period from [Insert dates for Performance Period, the Committee shall determine the level of achievement Year One] is [Insert Performance Criteria Target], one-third of the Performance Metrics and the percentage RSUs will vest as of the Target PRSUs earned pursuant to such criteria (date the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​Compensation Committee certifies performance. (b) In [Performance Criteria – Year Two]. If the event Company's [Performance Criteria] for the period from [Insert dates for Performance Period, Year Two] is [Insert Performance Criteria Target], a total of two-thirds of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company RSUs will vest as of the Change in Controldate the Compensation Committee certifies performance, then including any RSUs that vested under Section 3(a) above. (wc) [Performance Criteria – Year Three]. If the effective date of Company's [Performance Criteria] for the Change in Control shall be the last day of the Measurement period from [Insert dates for Performance Period, (x) the Participant shall earn and Year Three] is [Insert Performance Criteria Target], all RSUs that have not yet vested will vest in the Target PRSUs as of the Change in Control as date the Compensation Committee certifies performance (the "Certification Date"). Provided however that if the Company has any material acquisitions or divestitures during the term of this performance period then [Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs Criteria] shall be settled on calculated without including the effective date benefits of any acquired businesses and shall be adjusted to reflect the disposition of any such business(es) by recalculating the performance targets by excluding the projected operating profit and assets, as of year-end [Insert Year] of the Change of Control and (zdivested business(es) for the three year period. Additionally, [Performance Criteria] will also be adjusted for any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationasset impairments or restructuring charges. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2023 and ending on August 31, 2026 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2026 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a "Material Event"), “adjusted core earnings per share" determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share" for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule, with as determined by the Committee: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period ("Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Exchange Act, the determination may be earned and vested ranging from zero to 200% made by (i) such ▇▇▇▇▇▇▇'s divisional Executive Vice President or the Chief Executive Officer of the Target PRSUsCompany, (ii) the Chief Operating Officer of the Company or (iii) the President of the Company (each, an "Authorized Officer"). Any PRSUs (The Committee’s or such Authorized Officer's good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. The Restricted Stock Units are subject to both a performance-based vesting condition and a time-based vesting condition, both of which must be satisfied, together with the additional vesting conditions in Subsection (aa)(iii) The performance period for below, before the PRSUs shall Restricted Stock Units will be the period beginning January 1, 2026 and ending considered to be vested on December 31, 2028 a Vesting Date (or, if earlier and as otherwise provided defined in this Agreement, the consummation of a Change in ControlSubsection (a)(iii) below). (i) [INSERT PERFORMANCE-BASED VESTING CRITERIA] (the “Measurement PeriodPerformance Vesting Condition”). (ii) [INSERT TIME-BASED VESTING CRITERIA], so long as the Participant’s status as a Service Provider is in continuous effect from the Grant Date through [INSERT VESTING CRITERIA] (the “Time-Based Vesting Conditions”). Subject For the avoidance of any doubt, in no event shall any Restricted Stock Units vest under this Section 2 after the Participant’s termination of Service. [AS APPLICABLE: Notwithstanding the foregoing, the Time-Based Vesting Conditions (but not the Performance Vesting Condition) applicable to the Restricted Stock Units shall be subject to the vesting acceleration provisions contained in Addendum A, which is attached to this Agreement [AS APPLICABLE AND FOR PARTICIPANTS OTHER THAN MEMBERS OF THE GROUP MANAGEMENT TEAM AND OTHER THAN MEMBERS OF THE BOARD ONLY], and to the terms and conditions of this any change of control severance agreement between the Company or Employer (as defined in Section 7) and the Participant (a “COC Severance Agreement, ”)].] (iii) Each date as of which both of the number following conditions with respect to any of PRSUs that the Total Number of Restricted Stock Units are satisfied shall be deemed earned and vested, if any, shall be determined based on referred to as a “Vesting Date”: (A) the level of achievement Participant’s status as a Service Provider has been in continuous effect from the Grant Date through the date that is the 15th of the performance metrics set forth on Exhibit A second month (such performance metricse.g., May 15 following the “fiscal fourth quarter ended March 31 or November 15 following the fiscal second quarter ended September 30) after the close of the quarter in which the Performance Metrics”Vesting Condition has been attained and (B) over the Measurement Time-Based Vesting Condition for the applicable annual installment has been satisfied. To the extent the Restricted Stock Units have not satisfied the Performance Vesting Condition by the expiration of the Performance Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period all Restricted Stock Units shall be forfeited and cancelled for be of no value without further action of the Participant force and effect notwithstanding that any Time-Based Vesting Conditions have been or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationattained. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The If Employee remains continuously employed by the Company from the Grant Date to the third anniversary thereof, this Performance Award shall vest in Employee on such third anniversary at the level set forth in the Notice based upon achievement of the Company performance period for objectives set forth in the PRSUs shall be Notice (“Performance Objectives”) during the period beginning commencing on January 1, 2026 2012 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company2014. As soon as reasonably administratively practicable following after the end third anniversary of the Measurement PeriodGrant Date, the Compensation Committee of the Board (“Committee”) shall certify in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that are vested in Employee as a result of such achievement. (b) If on or after the second anniversary of the Grant Date and prior to the third anniversary thereof (i) a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5)) of the Company occurs, (ii) Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the definition of “disability” under the Company’s long-term disability plan), or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the “Determined Percentage” (as defined below); provided, however, the vested percentage shall not be less than the percentage attributable to the “target” level of performance as set forth in the Notice. For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the applicable vesting event were the most recently completed fiscal quarter of the Company on or following December 31, 2013. As soon as administratively practicable after the date of the applicable vesting event, the Committee shall determine certify in writing the level extent to which the Performance Objectives have been achieved and the number of achievement units of Deferred Stock that vest as a result of such achievement. (c) If on or after eighteen months following the Grant Date and prior to the third anniversary thereof Employee terminates employment with the Company on or after age sixty-five for a reason other than death or Disability (“Retirement”), this Performance Award shall vest on the third anniversary of the Performance Metrics and Grant Date at the “Determined Percentage” (as defined below). For this purpose, the “Determined Percentage” means the percentage of vesting that occurs respecting the Target PRSUs earned Performance Award pursuant to such criteria (the date Notice on the third anniversary of such determinationthe Grant Date, multiplied by a fraction, the “Determination Date”)numerator of which is equal to the number of Employee’s actual days of employment from the Grant Date to Employee’s Retirement, and the denominator of which is equal to the total number of days in the period between the Grant Date and the third anniversary thereof. As soon as reasonably administratively practicable following after the Determination Date (but no later than March 15th third anniversary of the year following Grant Date, the year Committee shall certify in writing the extent to which the end Performance Objectives have been achieved and the number of units of Deferred Stock that are vested in Employee as a result of such achievement. (d) If prior to the second anniversary of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: Grant Date (i) If a Change of Control occurs, (ii) Employee incurs a “Disability”, or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the Participant earliest of such events at the Determined Percentage (as defined below); provided, however, if the vesting event is employed by as a result of (i) above, the Company vested percentage shall not be less than the percentage attributable to the “target” level of performance as set forth in the Notice. For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Change in Control, then (w) Performance Award pursuant to the effective Notice as if the date of the Change in Control applicable vesting event were the most recently completed fiscal quarter of the Company on or following the Grant Date. Notwithstanding the foregoing, if the vesting event is as a result of (ii) or (iii) above, the Determined Percentage shall be multiplied by a fraction, the last day numerator of which is equal to the Measurement Periodnumber of Employee’s actual days of employment from the Grant Date to Disability or death, (x) as applicable, and the Participant shall earn and vest denominator of which is equal to the total number of days in the Target PRSUs period between the Grant Date and the third anniversary thereof. As soon as of administratively practicable after the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change applicable vesting event, the Committee shall certify in writing the extent to which the Performance Objectives have been achieved and the number of Control and (z) any PRSUs (and any related Dividend Equivalents) units of Deferred Stock that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationvest as a result of such achievement. (iie) If the ParticipantEmployee’s employment with the Company is terminated before prior to the Change in Control by the Company on account third anniversary of the Participant’s death or disabilityGrant Date, then and neither (w) the effective date of the Change in Control shall be the last day of the Measurement Periodb), (xc) the Participant shall earn and vest in the Pro Rata Portion nor (pursuant to Section 6(b)d) of the Target PRSUs as of the Change in Control as if the above apply, this Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control Award automatically shall be forfeited and cancelled with no considerationin full, without payment, on such termination.

Vesting. Notwithstanding Section 5 of the Plan, the Option shall become vested and exercisable as set forth below: (a) The performance period for Time-Vesting Option shall become vested and exercisable as to twenty percent (20%) of the PRSUs shall be Shares underlying the period beginning January 1Time-Vesting Option on each of the first five (5) anniversaries of September 17, 2026 and ending on December 312008, 2028 (or, if earlier and subject in all cases to the Participant’s continued Employment as otherwise of such anniversary as provided in this Agreementthe Plan, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions except as modified by Section 14 of this Grant Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​. (b) In the event The Performance-Vesting Option shall become vested and exercisable as to (x) five and eight-tenths percent (5.8%) of the occurrence Shares underlying the Performance-Vesting Options on March 31, 2009, (y) twenty percent (20%) of the Shares underlying the Performance-Vesting Option on March 31 of each calendar year from 2010 to 2013 and (z) fourteen and two-tenths percent (14.2%) of the Shares underlying the Performance-Vesting Options on March 31, 2014, provided that, in each case, that the Company and its subsidiaries have achieved a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award consolidated EBITDA (as determined by the Board based on audited financials) that equals or exceeds the target consolidated EBITDA (for each year, “Target EBITDA”) specified by the Board for the fiscal year ending immediately prior to each such March 31, as set forth in Schedule A hereto. If the Company fails to so equal or its successor:exceed the target consolidated EBITDA, then the portion of the Performance-Vesting Option eligible to vest on such March 31 shall not be vested and shall remain outstanding and eligible for vesting as described below. Except as modified by Section 14 of this Grant Agreement, the Participant must be employed on the applicable March 31 to vest in the applicable tranche and shall not vest if employment terminated for any reason theretofore. (i) If the Participant is employed Target EBITDA shall be adjusted by the Company Board from time to time so as to equitably reflect changes in GAAP that impact the calculation of EBITDA and which occur after the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGrant Date. (ii) If Target EBITDA shall be adjusted by the Participant’s employment with the Company terminated before the Change in Control Board from time to time so as to equitably reflect changes resulting from following: A. any acquisition and disposition by the Company on account that impacts EBITDA; B. a change in foreign exchange rates in excess of 5% over the rates included in the Target EBITDA projections; C. any disruption or damage to one of the ParticipantCompany’s death actual or disabilityanticipated satellites, then including as a result of in-orbit failures, launch failures and launch delays, to the extent impacting contracted revenues or direct incremental costs; and D. the placing in-service of a new satellite, the revenues and incremental costs of which were not already included in Target EBITDA projections. (wiii) In any year that the effective date Target EBITDA is not achieved, the portion of the Change Performance-Vesting Option that would have become vested during that year had such Target EBITDA been met shall remain outstanding as unvested unless, for such year or in Control shall be a subsequent year, the last day of the Measurement Periodtarget consolidated cumulative EBITDA (“Cumulative Target EBITDA”), (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit ASchedule A hereto, (y) is achieved, at which time the Target EBITDA for such Target PRSUs shall year and all prior years will be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationdeemed satisfied.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the five-year period beginning [ ], and ending on [ ] (the “Performance Period,” subject to early termination in accordance with Section 2(b)). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ], [ ], [ ] and [ ] and shall be measured on three dates: [ ], [ ] and [ ] (each a “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the first Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule: Beginning[ ] and Ending[ ] Notwithstanding the foregoing schedule, (i) if the certified achievement of the Performance Goal at the first Measurement Date (that is, [ ]) is at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; (ii) if the certified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, less than 100 percent, if any, of the related Shares are certified to vest and become non-forfeitable), then the cumulative percentage of related Shares underlying the Restricted Stock Units that may be certified to vest and become non-forfeitable during the Performance Period shall not exceed 100 percent, and the number of Restricted Stock Units and related Shares that may be certified to vest and become non-forfeitable as of any Measurement Date after the first Measurement Date shall be reduced (but not below zero) by the number of Restricted Stock Units and related Shares, if any, that were certified to vest and become non-forfeitable on any preceding Determination Date (as defined below); and (iii) no fractional Shares shall be issued, and subject to the preceding limitations on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares through the first Measurement Date and 100 percent of the related Shares thereafter), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the second Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning[ ] and Ending[ ] (d) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the third Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning[ ] and Ending[ ] (e) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after each Measurement Date during the Performance Period (each, a “Determination Date”). This determination shall be based on the actual level of achievement the Performance Goal achieved, and shall not be subject to an exercise of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero discretion to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the a level of achievement of the Performance Metrics Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the percentage Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Target PRSUs earned pursuant to such criteria (Grantee, adversely affects the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th ability of the year following Grantee to satisfy the year Performance Goal or in which any way prevents the end satisfaction of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and Except as otherwise provided in this Agreement, the consummation of a Change in ControlSection 2(e) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number PSU-TSR Award shall vest following a three-year performance period consisting of PRSUs that the Company’s fiscal years 20xx, 20xx and 20xx, and shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero subject to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before on the Change in Control Vesting Date (as defined below), and the attainment of one or more performance goals established by the Committee, in its sole discretion. With respect to the grant of the PSU-TSR Award, Participant shall be eligible to vest in a percentage of PSUs as follows: Below Threshold <xxth Percentile xx% Threshold xxth Percentile xx% Target xxth Percentile xx% Stretch xxth Percentile xx% Maximum xxth Percentile xx% PSU-TSR Award vesting shall be interpolated on a linear basis for performance between Threshold and Target, between Target and Stretch, and between Stretch and Maximum. No PSUs shall vest for performance below threshold goal(s). Except as otherwise provided for in this Agreement, not later than ninety (90) days following the last day of the Company’s fiscal year 20xx, the Committee shall certify the level of performance achieved with respect to the above-referenced three-year performance period (the date of such certification being referred to as the “PSU Certification Date”). The PSUs, if any, that vest in accordance with this Section 2(a) shall vest as soon as administratively practicable but no later than thirty (30) days following the PSU Certification Date (the “Vesting Date”), and any PSUs that remain unvested following the Vesting Date shall be immediately forfeited by the Participant without payment of any consideration. (b) Once vested, the PSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, the value of such fractional Shares shall be paid in cash. (d) If the Participant’s service as an Employee of the Company on account of is terminated for any reason other than due to the Participant’s death or disabilityDisability, or due to Participant’s Retirement (as defined below), the PSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (we) In the effective date event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Change in Control Participant within the first year following the Grant Date of this Agreement, Participant shall be the last day entitled to vest in 1/3 of the Measurement PeriodPSUs that would have otherwise vested had service continued through the Vesting Date, (x) with such PSUs vesting on that date subject to the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) achievement of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) applicable performance goals. All PSUs that do not become earned and vested on vest in accordance with the Change in Control preceding sentence shall be forfeited and cancelled automatically at the time of the Participant’s death, Disability or Retirement. In the event that Participant’s employment is terminated by reason of death, Disability or Retirement after the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in all PSUs that would have otherwise vested had service continued through the Vesting Date, with no considerationsuch PSUs vesting on that date subject to the achievement of the applicable performance goals. (f) For purposes of this Agreement, “Retirement” shall mean Participant’s termination of employment for any reason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Company or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that Participant has violated any of the Obligations in Appendix A to this Agreement, the Participant shall not be deemed to be eligible for Retirement and all PSUs that have not been settled shall be forfeited effective as of the date that the violation first occurred.

Vesting. (a) The performance period for Performance Shares shall become vested, as and to the PRSUs extent indicated below, only if and to the extent the Performance Condition is satisfied. The number of Performance Shares that become Net Performance Shares, as determined below, shall be equal to the period beginning January 1sum (not to exceed the number of Performance Shares specified in Paragraph B above (as that number may be adjusted pursuant to Section 6 of the Additional Term and Conditions)) of the results determined below. The Debt to EBITDAR Performance Condition is satisfied to the extent the "adjusted total debt to EBITDAR" ratio as defined in the Amended and Restated Revolving Credit Agreement dated as of February 28, 2026 2007, as amended by First Amendment dated November 30, 2007 and ending on December 31further amended by Second Amendment dated May 21, 2028 (or2008, if earlier and the Amended and Restated Note Purchase Agreement dated May 21, 2008, and as otherwise provided in this Agreement, finally reported by the consummation Company to its lenders for Fiscal Year 2010 is: The percentage of a Change in Control) Performance Shares becoming Net Performance Shares (the “Measurement PeriodPerformance Percentage”) determined by the actual performance results shall be multiplied by the number of Performance Shares specified in Paragraph B above (as that number may be adjusted pursuant to Section 6 of the Additional Term and Conditions). Subject to the terms and conditions of this Agreement; provided, however, the number of PRSUs that Net Performance Shares shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with capped at the number of PRSUs Performance Shares specified in Paragraph B above (as that number may be earned and vested ranging from zero adjusted pursuant to 200% Section 6 of the Target PRSUs. Any PRSUs (Additional Term and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”Conditions). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the The Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) Shares that do not become earned and vested on the Change in Control Net Performance Shares shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account as of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day 2010 meeting of the Measurement PeriodCommittee (the “Performance Determination Meeting”) in which the Committee determines the extent to which the performance actually realized, as measured against the Performance Condition, results in fewer than all (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)or none) of the Target PRSUs Performance Shares becoming Net Performance Shares based upon the performance schedule set forth above. If no Performance Shares become Net Performance Shares by reason of such Committee determination, all Performance Shares shall be forfeited. The Net Performance Shares which have satisfied the Performance Condition are herein referred to as the “Vested Shares.” Any portion of the Change Performance Shares or Net Performance Shares which have not become Vested Shares in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs accordance with this Paragraph C shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationforfeited.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this AgreementSection 3, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 6 or Section 7 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2024 and ending on August 31, 2027 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2027 (the “Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target; and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a "Material Event"), “adjusted core earnings per share" determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share" for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule, with using linear interpolation, as determined by the Committee: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to Committee determination that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period ("Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Exchange Act, the determination may be earned and vested ranging from zero to 200% made by (i) such ▇▇▇▇▇▇▇'s divisional Executive Vice President or the Chief Executive Officer of the Target PRSUsCompany, (ii) the Chief Operating Officer of the Company or (iii) the President of the Company (each, an "Authorized Officer"). Any PRSUs (The Committee’s or such Authorized Officer's good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2018 and ending on August 31, 2021 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2021 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Below [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be earned and vested ranging from zero to 200% made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Target PRSUsCompany or by the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this AgreementFor any Award Period, the consummation following number of Performance Shares shall vest if and only if a Change Management Representative (defined below) or the Compensation Committee, as applicable, determines, in Controlaccordance with this Paragraph 4, that the Performance Target (as defined in Paragraph 4(e)(iii)) (for that Award Period has been met by the “Measurement Period”). Subject to Trust: If there are any Performance Shares that have not vested after Management’s Representative or the terms and conditions of this AgreementCompensation Committee, as applicable, has determined the number of PRSUs Performance Shares that shall be deemed earned and vested, if any, shall be determined based on will vest with respect to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement final Award Period, with the number of PRSUs that may then any and all then-remaining Performance Shares which have not vested shall terminate and be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​forfeited. (b) In Within sixty (60) days after the event end of each Award Period, Management’s Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Grantee (or the executors or administrators of the Grantee’s estate) of such determination. If Management’s Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Grantee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control during Control. (d) As soon as reasonably practicable after the Measurement Period where vesting of all or any portion of the PRSUs are Performance Shares, the Trust shall notify Grantee or the Grantee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Tax Notice”). Grantee or Grantee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not assumed be required to remove the restrictions on such Shares until such time as the Grantee or exchanged for an equivalent substitute award the Grantee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Company Trust from time to time, may permit the Grantee or its successor: the Grantee’s legal representative to satisfy the Trust’s minimum statutory tax withholding obligations as determined by the Trust’s accounting department through (i) If the Participant is employed sale of all or a portion of such Shares resulting from this Agreement through the employer’s broker or (ii) by returning to the Company Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Grantee or Grantee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the Trust all or a portion of the Change in ControlShares issued under this Agreement; or (ii) withholding the required amounts from other amounts due the Grantee or Grantee’s legal representative, then (w) as applicable. The Trust is authorized to pay over to the effective date of the Change in Control appropriate authority, all federal, state, county, city or other taxes as shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) required pursuant to any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlaw or governmental regulation or ruling. (iie) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account For purposes of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.this Agreement:

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and Except as otherwise provided in this Agreement, the consummation PRSU Award shall be eligible to vest as described below following a one-year performance period consisting of a Change the Company’s fiscal year ____, and shall be subject to (a) the Participant’s continued service as an Employee of the Company through the First Vesting Date, Second Vesting Date, and Third Vesting Date (each as defined below), as applicable, and (b) the attainment of one or more performance goals established by the Committee, in Controlits sole discretion. Subject to these conditions, the PRSUs shall vest and become non-forfeitable with respect to one-third (1/3) of the PRSUs initially granted hereunder on each of (i) the date that is as soon as administratively practicable but not later than thirty days after the PRSU Certification Date (as defined below) (the “Measurement Period”"First Vesting Date"), (ii) a date specified by the Company that is on or about the first anniversary of the First Vesting Date (the "Second Vesting Date"), and (iii) a date specified by the Company that is on or about the second anniversary of the First Vesting Date (the "Third Vesting Date"). Subject Not later than ninety (90) days following the last day of the Company’s fiscal year ____, the Committee shall certify the level of performance achieved with respect to the terms above-referenced one-year performance period (the date of such certification being referred to as the "PRSU Certification Date"). With respect to the grant of the PRSU Award, except as otherwise provided for in this Agreement, Participant shall be eligible to vest in 100% of the PRSUs if the aforementioned performance goal(s) are achieved, but no PRSUs shall vest, and conditions they shall all instead be forfeited, if the aforementioned performance goal(s) are not achieved. (b) Once vested, the PRSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall instead only vest and become non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant’s service as an Employee of the Company is terminated for any reason other than due to the Participant’s death or Disability, or due to Participant’s Retirement (as defined below), the PRSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in the number of PRSUs that shall be deemed earned and vestedwould have otherwise vested had service continued through the First Vesting Date, if any, shall be determined based with such PRSUs vesting on that date subject to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, goals. All PRSUs that do not vest in accordance with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period preceding sentence shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved automatically at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account time of the Participant’s death death, Disability or disabilityRetirement. In the event that Participant’s employment is terminated by reason of death, then (w) Disability or Retirement after the effective date first year following the Grant Date of this Agreement, Participant shall be entitled to vest in all remaining unvested PRSUs on the same dates they would have vested had Participant’s employment continued through such dates subject to the achievement of the Change applicable performance goals. (f) For purposes of this Agreement, "Retirement" shall mean Participant’s termination of employment for any reason (other than for Misconduct as defined in Control shall be the last day Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Measurement PeriodCompany or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the foregoing, (x) if the Company determines, in its sole discretion, that Participant has violated any of the Obligations in Appendix A to this Agreement, the Participant shall earn not be deemed to be eligible for Retirement and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target all PRSUs that have not been settled shall be forfeited effective as of the Change in Control as if date that the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationviolation first occurred.

Vesting. (a) The If Employee remains continuously employed by the Company from the Grant Date through December 31, _____, this Performance Award shall vest in Employee on such date at the levels set forth in the Notice based upon achievement of the Company performance period for objectives set forth in the PRSUs shall be Notice (“Performance Objectives”) during the period beginning commencing on January 1, 2026 _____ and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) _____ (the “Measurement Performance Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably administratively practicable following the Determination Date (but no later than March 15th of the year following the year in which after the end of the Measurement Performance Period occurs(or such earlier date as set forth in Sections 2(b), all earned (c), (d) or (e)), the Compensation Committee of the Board (“Committee”) shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that are vested PRSUs shall be settled. ​in Employee as a result of such achievement. (b) In If on or after the event eighteen-month anniversary of the occurrence Grant Date and prior to the end of a Change in Control during the Measurement Performance Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the Participant is employed by definition of “Change of Control” under the Plan) of the Company occurs, (ii) Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the definition of “disability” under the Company’s long-term disability plan), or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the greater of the Change “Determined Percentage” (as defined below) and the “target” levels of performance as set forth in Controlthe Notice. For this purpose, then the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if (w1) the effective date of the Change in Control shall be the last day of the Measurement Period, Performance Period was the Determination Date (xas defined below) and the Performance Objectives were measured as of such date and (2) the Participant shall earn dollar amount levels for “entry,” “target” and vest in the Target PRSUs as of the Change in Control as if “overachievement” with respect to the Performance Metrics had been achieved at Objectives relating to the Target level EBITDA Component set forth in Exhibit Athe Notice were each prorated by multiplying the applicable dollar amount level by a fraction, (y) such Target PRSUs shall be settled the numerator of which is the number of calendar quarters during the period beginning on January 1, _____ and ending on the effective Determination Date, and the denominator of which is 12 (such prorated levels being referred to herein as the “Prorated EBITDA Objectives”). As soon as administratively practicable after the date of the Change applicable vesting event described in clauses (b)(i), (b)(ii) or (b)(iii) above, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of Control and units of deferred Stock that vest as a result of such achievement. As used in this Agreement, the term “Determination Date” means (zA) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on with respect to the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account TSR Component of the Participant’s death or disabilityPerformance Award, then (w) the effective date of the Change in Control shall be applicable vesting event, and (B) with respect to the last day EBITDA Component of the Measurement PeriodPerformance Award, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) most recently completed fiscal quarter of the Target PRSUs as of Company coincident with or next preceding the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationapplicable vesting event.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms provisions of Sections 3(b) through 3(e) hereof, this Option shall vest and conditions of this Agreementbecome exercisable as follows, subject to the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, Participant’s continued service with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: Subsidiaries as of the date on which the applicable stock price thresholds stated below are achieved (determined in accordance with the “Stock Price Measurement Standard” (as defined below)): (i) If 50% of the Participant is employed Option Shares shall vest and become exercisable upon the Common Stock achieving a stock price threshold of $[insert Tranche One threshold stock price as determined by the Company as of the Change in ControlCompensation and Benefits Committee] per share (“Tranche One”), then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment remaining 50% of the Option Shares shall vest and become exercisable upon the Common Stock achieving a stock price threshold of $[insert Tranche Two threshold stock price as determined by the Compensation and Benefits Committee] per share (“Tranche Two”). For purposes hereof, achievement of the applicable stock price thresholds will be measured based on the average of the per share closing prices of the Common Stock for any thirty (30) consecutive trading days; provided that such average must be in respect of a thirty (30) consecutive trading day period commencing on or after the six (6)-month anniversary of the Grant Date specified above (the “Stock Price Measurement Standard”). For the avoidance of doubt, in no event shall any portion of this Option become vested or exercisable prior to the six (6)-month anniversary of the Grant Date specified above, except as provided in Sections 3(c) and 3(d) hereof. In addition, there shall be no proportionate or partial vesting in the periods prior to the applicable stock price thresholds being achieved as provided above, and all vesting shall occur only at such time as the applicable stock price thresholds have been achieved in accordance with the Company terminated before the Change foregoing, except as provided in Control by the Company on account Sections 3(b) through 3(d) hereof. Upon expiration of the Participant’s death or disabilitythis Option, then (w) the effective date of the Change in Control this Option shall be the last day of the Measurement Period, (x) the Participant shall earn cancelled and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlonger exercisable.

Vesting. Subject to the remaining provisions of this Award: (a) Time-vesting SARs. The performance period for SARs shall vest, with respect to the PRSUs number of Shares indicated above in the box labeled “Time-vesting SARs,” if you remain continuously employed by the Company until the respective dates below. You may exercise them as to the number of SARs, in full or in part, at any time on or after the earliest Exercise Date or Dates identified in the following table: (b) Performance-vesting SARs: The SARs shall be the period beginning January vest, in an amount up to your Maximum Performance-vesting SARs (defined below) on March 1, 2026 [YEAR 4],1 subject to your continued employment to that date and ending on December 31, 2028 (or, if earlier and except as otherwise provided in this AgreementSection 2 below. The precise amount in which you may vest will be determined in accordance with the following rules, subject to certification by the consummation Committee of a Change in Controlthe Company's Economic Value Added (EVA) (growth over the “Measurement Period”). Subject [YEAR 1] through [YEAR 3] fiscal years, relative to the terms and conditions of this Agreementnormalized EVA growth, over the number of PRSUs that shall be deemed earned and vestedsame period, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award peer companies identified by the Company or its successorCommittee: (i) If the Participant Company's EVA growth is employed by at the Company as median level of the Change Company's peer group, you will have the opportunity to vest in Control, then (w) the effective date all of the Change in Control shall be the last day of the Measurement Period, Performance-vesting Shares (x) the Participant shall earn and vest in the at Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationLevel). (ii) If the Participant’s employment with Company's EVA growth is above the Company terminated before median level of the Change Company's peer group, you will have the opportunity to vest in Control a multiple (set by the Company on account Committee) of your Performance-vesting SARs, up to your Maximum Performance-vesting SARs. 1 For awards with an Award Date of December 3, [YEAR]. For awards with a later Award Date, throughout this Award “March 1, [YEAR 4]” means the later of March 1, [YEAR 4] or the third anniversary of the Participant’s death or disability, then Award Date. (wiii) If the effective date Company's EVA growth is below the median level of the Change in Control shall be Company's peer group but above the last day 40th percentile of the Measurement Periodpeer group, (x) you will have the Participant shall earn and opportunity to vest in at least a fraction (set by the Pro Rata Portion (pursuant to Section 6(b)Committee) of your Performance-vesting SARs (so that the Total Number of SARs vested will be less than the Target PRSUs as Level). (iv) If the Company's EVA growth is at or below the 40th percentile of the Change Company's peer group, you will not have the opportunity to vest in Control as if the Performance Metrics had been achieved any portion of your Performance-vesting SARs (at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date Level or otherwise). Your “Maximum Performance-vesting SARs” is 200% of the Change number of Control and SARs indicated above in the box labeled “Total Number of SARs (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on at Target Level)” minus the Change in Control shall be forfeited and cancelled with no considerationnumber of your Time-vesting SARs.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the a number of PRSUs Restricted Stock Units shall vest and shall no longer be subject to any restriction on the date that shall be deemed earned the Committee determines and vestedcertifies (the “Determination Date”) the Company’s achievement in respect of each Goal (as defined below) for [the three-year period beginning on January 1 of the year of Grant date] (such period, if anythe “Performance Period”), provided that the Participant is continuously employed by one or more of the Company’s Affiliates (collectively, Company and its Affiliates and any successors thereto defined as the “Assurant Group”) until the third anniversary of the Grant Date. Vesting of the Restricted Stock Units shall be determined based on upon the level of achievement Company’s performance during the Performance Period with respect to the following goals (the “Goals”) established by the Company within 90 days following the commencement of the performance metrics set forth on Exhibit A Performance Period (such performance metrics, the “Performance MetricsLevel”): (i) the achievement of total shareholder return measured relative to the S&P 500 Index (“TSR”) over and (ii) adjusted earnings per share, excluding: (A) reportable catastrophes (as defined in the Measurement Period, with Company’s audited consolidated financial statements) and (B) the net effect of changes in tax laws or regulations (“Adjusted EPS”). Each Goal shall be weighted equally in determining the Company’s Performance Level. The number of PRSUs Restricted Stock Units that may shall vest pursuant to the TSR Goal shall be earned determined as follows: Targeted Percentile Rank Percentage of Applicable Restricted Stock Units that Vest 75th Percentile and vested ranging from zero to Above 200% of 50th Percentile 100% 25th Percentile 50% Below 25th Percentile 0% Vesting for index performance that falls between the Target PRSUs. Any PRSUs (25th and any related Dividend Equivalents) that are determined not to be earned 50th and vested at the end of the Measurement Period 50th and 75th percentiles shall be forfeited and cancelled for no value without further action determined by straight-line interpolation. The number of Restricted Stock Units that shall vest pursuant to the Participant or Adjusted EPS Goal shall be determined as set forth in Appendix A attached hereto. On the Company. As soon as reasonably practicable following the end of the Measurement PeriodDetermination Date, the Committee shall determine the level number of achievement Restricted Stock Units, if any, that shall vest pursuant to each Goal. Such determinations shall be final, binding and conclusive on all persons for all purposes. For purposes of calculating TSR, the Committee has determined that a 20-trading day average stock price calculation at the start and end of the Performance Metrics Period applies and the percentage beginning stock price shall be the average closing price for the 20 consecutive trading days immediately preceding the first day of the Target PRSUs earned pursuant to such criteria (Performance Period and the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs ending stock price shall be settled. ​ (b) In the event of average closing price for the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be 20 consecutive trading days ending the last day of the Measurement PeriodPerformance Period (or if that day is not a trading day, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationimmediately preceding trading day). (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance Options are non-exercisable during the one year period for following the PRSUs shall be Date of Grant. Thereafter, commencing on the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, anniversary of the consummation Date of a Change in Control) ▇▇▇▇▇ (the “Measurement PeriodAnniversary Date”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that Options are determined not to be earned and vested exercisable at the end of the Measurement Period shall be forfeited times and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon shares herein granted as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successorfollows: (i) If On or after the Participant is employed by the Company as of the Change in Control, then first Anniversary Date: DATE - 25% (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.NUMBER shares) (ii) On or after the second Anniversary Date: DATE - 25% (NUMBER shares) (iii) On or after the third Anniversary Date: DATE - 25% (NUMBER shares) (iv) On or after the fourth Anniversary Date: DATE - 25% (NUMBER shares) Your right to exercise the Options is cumulative, so that any shares not purchased pursuant to exercise of vested Options within any one of the periods above specified may be purchased thereafter in a subsequent period, in whole or in part, until the expiration or termination of the Options. In no event may the Options granted hereby be exercised to any extent after the Expiration Date. To the extent such rights shall not have been exercised and to the extent the Options were exercisable at the time of your termination of employment due to Retirement or death or at the time you become Disabled, you (or your personal representative in the case of death) shall be entitled to exercise all or any part of any Options which were vested but unexercised as of the date of your Disability or as of the date of your termination of employment due to Retirement or death, as applicable, during the remaining term of such Options. If the Participant’s your employment with the Company, its subsidiaries or affiliates (collectively, the “Company terminated before the Change in Control by the Company on account Group”) terminates for any other reason besides Retirement or death, you shall be entitled to exercise all or any part of the Participant’s death or disability, then any Options which were vested but unexercised as of termination of employment for a period of up to three (w3) the effective months from such date of the Change in Control shall be the last day termination. For purposes of the Measurement Periodthis award of Options, (xi) the Participant shall earn and vest in the Pro Rata Portion (pursuant you are considered to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.“Disabled” or have a

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this AgreementFor any Award Period, the consummation following number of Performance Shares shall vest if and only if a Change Management Representative (defined below) or the Compensation Committee, as applicable, determines, in Controlaccordance with this Paragraph 4, that the Performance Target (as defined in Paragraph 4(e)(iii)) (for that Award Period has been met by the “Measurement Period”). Subject to Trust: If there are any Performance Shares that have not vested after Management's Representative or the terms and conditions of this AgreementCompensation Committee, as applicable, has determined the number of PRSUs Performance Shares that shall be deemed earned and vested, if any, shall be determined based on will vest with respect to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement final Award Period, with the number of PRSUs that may then any and all then-remaining Performance Shares which have not vested shall terminate and be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​forfeited. (b) In Within sixty (60) days after the event end of each Award Period, Management's Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Key Employee (or the executors or administrators of the Key Employee's estate) of such determination. If Management's Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Key Employee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control during Control. (d) As soon as reasonably practicable after the Measurement Period where vesting of all or any portion of the PRSUs are Performance Shares, the Trust shall notify Key Employee or the Key Employee's legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Tax Notice”). Key Employee or Key Employee's legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not assumed be required to remove the restrictions on such Shares until such time as the Key Employee or exchanged for an equivalent substitute award the Key Employee's legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Company Trust from time to time, may permit the Key Employee or its successor: the Key Employee's legal representative to satisfy the Trust's minimum statutory tax withholding obligations as determined by the Trust's accounting department through (i) If the Participant is employed sale of all or a portion of such Shares resulting from this Agreement through the employer's broker or (ii) by returning to the Company Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Key Employee or Key Employee's legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the Trust all or a portion of the Change in ControlShares issued under this Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee's legal representative, then (w) as applicable. The Trust is authorized to pay over to the effective date of the Change in Control appropriate authority, all federal, state, county, city or other taxes as shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) required pursuant to any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlaw or governmental regulation or ruling. (iie) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account For purposes of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.this Agreement:

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2017 and ending on August 31, 2020 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2020 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under approved plans, goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill [ ] divided by the weighted average number of PRSUs outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary in the preceding sentence, the attainment of the Performance Goal will be measured by appropriately adjusting the evaluation of Performance Goal performance to exclude the effect of any changes in accounting principles that shall may be deemed earned required by GAAP after the Date of Grant affecting the Company’s Performance Goal results. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Less than [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be earned and vested ranging from zero to 200% made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Target PRSUsCompany or by the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for All Options granted pursuant to this Agreement shall vest and become exercisable in accordance with the PRSUs shall be following schedule, in each case, subject to the period beginning January 1Optionee’s commencement of and continued Employment (as defined below) through the applicable vesting date, 2026 and ending on December 31, 2028 (or, if earlier and except as otherwise provided in this AgreementSection 2(c) below: Six month anniversary of Commencement Date (as defined below) 12.5 % Twelve month anniversary of the Commencement Date 12.5 % Eighteen month anniversary of the Commencement Date 12.5 % Twenty-four month anniversary of Commencement Date 12.5 % Thirty month anniversary of the Commencement Date 12.5 % Thirty-six month anniversary of Commencement Date 12.5 % Forty-two month anniversary of Commencement Date 12.5 % Forty-eight month anniversary of Commencement Date 12.5 % For purposes of the foregoing vesting schedule, the consummation number of a Change in Control) (shares vested shall be rounded down to the “Measurement Period”). Subject nearest whole share, until the last vesting date on which date the balance of the shares shall vest subject to the terms and conditions of provided herein. (b) In the event the Optionee does not commence employment with the Company on or before May 23, 2022 (the “Commencement Date”), this Agreement, the number of PRSUs that Option shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be automatically forfeited and cancelled for no value without any consideration being paid therefor and otherwise without any further action of the Participant or the Company. As soon as reasonably practicable following the end Company whatsoever. (c) Subject to Section 2(b), upon any termination of the Measurement Period, Optionee’s Employment by the Committee shall determine Company without “Cause” (as defined in the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by Optionee’s employment agreement with the Company or its successor:“Affiliates” (as defined below)), the Optionee shall be credited with an additional three (3) months of vesting provided that the Optionee satisfies any terms and conditions applicable to such additional vesting stated in the Optionee’s employment agreement with the Company or its Affiliate. (id) If Any portion of the Participant is employed by Option that does not become vested and exercisable in accordance with the provisions of Section 2 hereof shall be automatically forfeited and cancelled for no value without any consideration being paid therefor and otherwise without any further action of the Company as whatsoever on the earliest to occur of the Change events listed in ControlSection 3. For the avoidance of doubt, then (w) the effective date of the Change in Control there shall be the last day of the Measurement Period, (x) the Participant shall earn and vest no proportionate or partial vesting in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level periods prior to each vesting date set forth in Exhibit A, (ySection 2(a) such Target PRSUs and all vesting shall be settled occur only on the effective date applicable vesting date, subject to the Optionee’s commencement of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment continued Employment with the Company terminated before the Change on each applicable vesting date, except as otherwise provided in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b2(c)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs PSUs shall be the period beginning January 1, 2026 performance based and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested vest at the end of the Measurement Performance Period shall be forfeited and cancelled for no value without further action of based on the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria performance goal as described on Exhibit X attached hereto (the date of such determination, the “Determination DateExhibit X”). As soon as reasonably practicable following the Determination Date (but no later than March 15th , and upon certification of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​ (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award achievement by the Company or its successor: (i) If the Participant is employed by the Company as of the Compensation Committee. Upon a Change in Control, then (w) as defined in the effective Employment Agreement, the unvested PSUs shall be converted to a number of Restricted Stock Units equal to the number of Shares that would have vested on the date of the Change in Control shall be based on the last day of the Measurement Period, (x) the Participant shall earn and vest performance goals described in the Target PRSUs as of the Change in Control as Exhibit X if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control had been the last date of the Performance Period, and such Restricted Stock Units shall be vest on the last date of the Performance Period, subject to your continued employment until the last day of the Measurement PeriodPerformance Period and provided you are in continued compliance with the provisions of Section 6 of the Employment Agreement. Notwithstanding the foregoing, (xi) the Participant shall earn and vest in the Pro Rata Portion event of a termination of your employment by the company without Cause or by you with Good Reason (pursuant to as defined in Section 6(b)5(a)(3) of the Target PRSUs as Employment Agreement) (other than under the circumstances set forth in clause (ii) of this paragraph) you shall remain eligible to receive the pro rata number of PSUs, based on the percentage of the Change in Control Performance Period during which you were employed, provided the performance goals are met on the date of termination as if the Performance Metrics date of termination had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective last date of the Change Performance Period, such pro rata number of Control PSUs to vest at the end of the Performance Period, provided you are in continued compliance with the provisions of Section 6 of the Employment Agreement and (zii) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested in the event of a termination of your employment by the company without Cause or by you with Good Reason within 12 months after a Change in Control, the Restricted Stock Units into which the PSUs shall have converted pursuant to the preceding paragraph shall immediately vest on the Change Date of Termination, as defined in Control the Employment Agreement, and the shares covered thereby shall be distributed to you within thirty (30) days of the Date of Termination. Except as provided in the preceding paragraph, in the event of a termination of your employment with the Company for any reason or for no reason prior to February 22, 2019, your then remaining unvested PSUs granted hereunder shall be forfeited and cancelled of no further force or effect. Other than as provided in the immediately preceding Section as to conditions and timing of distribution of Common Stock with no considerationrespect to PSUs vesting as a result of a termination of your employment and Section 8 of the Employment Agreement with regard to equity distributed as a result of your incurring a Separation from Service as an employee of the Company, any vested portion of the PSUs shall be distributed to you in shares of Common Stock on March 15 following the end of the Performance Period based upon a determination that the Company achieved the performance goal for the Performance Period. Dividends With respect to the PSUs, you will have the right to receive dividend equivalents (in cash or in kind, as the case may be) in respect of any dividend distributed to holders of Common Stock of record on and after the Date of Award; provided, that any such dividend equivalents shall be subject to the same restrictions as the PSUs with regard to which they are issued, including without limitation, as to vesting (including accelerated vesting) and time of distribution. All such withheld dividends shall not earn interest, except as otherwise determined by the Administrator. You will not receive withheld dividends on any PSUs which are forfeited and all such dividends shall be forfeited along with the PSUs which are forfeited.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) for the last two fiscal years (that is, the fiscal years ending and ) during the three-year period beginning , and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending and and shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Two Fiscal Years Ending [ ] and [ ] Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2018 and ending on August 31, 2021 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2021 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Below [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be earned and vested ranging from zero to 200% made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Target PRSUsCompany or by the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2014 and ending on August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2017 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for Unless otherwise set forth in an agreement between the PRSUs shall be Participant and the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this AgreementCompany, the number of PRSUs PSUs that shall be deemed earned and vestedvest on the applicable Vesting Date(s), if any, shall be determined based on by the level of achievement attainment of the performance metrics set forth on Exhibit Performance Metric during the Performance Periods in accordance with Appendix A (such performance metricsattached hereto, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero subject to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant continuously providing services to the Company or the Companyits Affiliates through each such Vesting Date. As soon as reasonably practicable following the end of the Measurement Period, the The Committee shall determine certify the level of achievement of the Performance Metrics and Metric no later than thirty (30) days following the percentage last day of each Performance Period, as contemplated by Appendix A. Notwithstanding the Target PRSUs earned pursuant to such criteria (the date of such determinationpreceding sentence, the “Determination Date”). As any PSUs achieved by Participant shall settle as soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​applicable Vesting Date. (b) In Unless otherwise set forth below, if the event Participant incurs a termination of service for any reason at any time prior to the applicable Vesting Date(s) contemplated by Appendix A (including if the Participant voluntarily resigns without Good Reason), the Participant shall forfeit any unvested PSUs as of the occurrence date of termination of service. 1 Note to draft: The number of PSUs representing a target value of $2.45 million, determined by the Monte Carlo method. (c) Upon the Participant’s termination of service (i) by the Company without Cause (which term for all purposes of this Agreement shall have the same meaning as a “Cause Event” under the Employment Agreement) or (ii) by the Participant for Good Reason, in either case during the period beginning three (3) months prior to the effective date of a Change in Control during and ending on the Measurement second anniversary following such effective date (such period a “CIC Period” and such termination, a “CIC Termination”), then in each case the unvested PSUs shall vest in full (x) based on actual performance for any Performance Period where that is completed prior to the PRSUs are termination date, or (y) for any Performance Period that is not assumed or exchanged for an equivalent substitute award completed prior to the termination date, and notwithstanding anything in Appendix A to the contrary, based on the Change in Control price, as determined by the Company or its successor: Committee by reference to the definitive documentation for the Change in Control transaction and with any such Performance Period under this clause (iy) If being deemed to have ended on the Participant is employed by date of the Company as consummation of the Change in Control, then . Any PSU’s that vest in accordance with this clause (wc) shall vest as of the effective date of the Participant’s termination of service or the date of such Change in Control shall be Control, if later than the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change such termination of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationservice. (iid) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of Upon the Participant’s death or disabilityDisability, then the unvested PSUs shall vest in full (wx) based on actual performance for any Performance Period that is completed prior to the effective termination date, or (y) for any Performance Period that is not completed prior to the termination date, and notwithstanding anything in Appendix A to the contrary, with the applicable price being based on the average closing stock price of each trading day during the 90 calendar days ending on the day before the termination date and with any such Performance Period under this clause (y) being deemed to have ended on the date of the Change in Control shall termination, and with such vesting to be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs effective as of the Change date of the termination. (e) Upon the Participant’s termination of service (i) by the Company without Cause, or (ii) by the Participant for Good Reason, in Control each case, outside the CIC Period, the unvested PSUs shall vest on the applicable Vesting Date as if the Participant had remained actively employed through such date, based on actual performance for any Performance Metrics had been achieved Period; provided, however, such unvested PSUs shall, at all times prior to the Target level set forth applicable Vesting Date, remain subject to forfeiture in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled accordance with no considerationSection 3 below.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) for the last two fiscal years (that is, the fiscal years ending and ) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ] and [ ] and shall be measured on [ ] (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Two Fiscal Years Ending [ ] and [ ] Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for With respect to the PRSUs shall be PSUs that vest in accordance with the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in terms of this Agreement, the consummation Grantee shall be entitled to receive a number of shares of Company Stock (each, a Change in Control“Share”) (equal to the number of PSUs subject to the Grant times the “Measurement Period”). Subject Payment Percentage” set forth opposite the “Achievement Percentile” set forth on Exhibit A attached hereto, subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A attached hereto. Subject to Paragraphs 3 and 7 below, and further subject to satisfaction of the Performance Goals (as defined below), the Grantee shall be issued such Share(s) with respect to the vested PSUs within sixty (60) days following the later of: (i) the date that the Committee determines and certifies the Achievement Percentile attained with respect to the performance goals set forth on Exhibit A attached hereto (“Performance Goals”) with respect to the thirty-four (34)-month period beginning on the third month of the fiscal year of the Company in which the Date of Grant occurs (such performance metricsthirty-four (34)-month period, the “Performance MetricsPeriod”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determinationCommittee certification, the “Determination Performance-Based Vesting Date”). As soon as reasonably practicable following ; and (ii) the Determination Date (but no later than March 15th three-year anniversary of the year following Date of Grant (the year in which “Time-Based Vesting Date”, and the end later of the Measurement Period occursTime-Based Vesting Date and the Performance-Based Vesting Date, the “Vesting Date”), all earned and vested PRSUs shall be settled. ​ (b) In subject to the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Grantee’s continuous employment by the Company or its successor: (i) If Employer from the Participant is Date of Grant until the Vesting Date. All unvested PSUs will be forfeited for no consideration if the Grantee ceases to be employed by the Company Employer for any reason other than Disability (as defined below), death, Retirement (as defined below), or as expressly provided in Paragraph 7 of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationthis Agreement. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2021 and ending on August 31, 2024 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2024 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Below [**Redacted] 0 % [**Redacted] 20 % [**Redacted] 100 % [**Redacted] 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Exchange Act, the determination may be earned and vested ranging from zero to 200% made by (i) such Grantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the Chief Operating Officer of the Target PRSUsCompany or by (iii) the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. ​ (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this AgreementFor any Award Period, the consummation following number of Performance Shares shall vest if and only if a Change Management Representative (defined below) or the Compensation Committee, as applicable, determines, in Controlaccordance with this Paragraph 4, that the Performance Target (as defined in Paragraph 4(e)(iii)) (for that Award Period has been met by the “Measurement Period”). Subject to Trust: If there are any Performance Shares that have not vested after Management’s Representative or the terms and conditions of this AgreementCompensation Committee, as applicable, has determined the number of PRSUs Performance Shares that shall be deemed earned and vested, if any, shall be determined based on will vest with respect to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement final Award Period, with the number of PRSUs that may then any and all then-remaining Performance Shares which have not vested shall terminate and be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. ​forfeited. (b) In Within sixty (60) days after the event end of each Award Period, Management’s Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Key Employee (or the executors or administrators of the Key Employee’s estate) of such determination. If Management’s Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Key Employee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control during Control. (d) As soon as reasonably practicable after the Measurement Period where vesting of all or any portion of the PRSUs are Performance Shares, the Trust shall notify Key Employee or the Key Employee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Tax Notice”). Key Employee or Key Employee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not assumed be required to remove the restrictions on such Shares until such time as the Key Employee or exchanged for an equivalent substitute award the Key Employee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Company Trust from time to time, may permit the Key Employee or the Key Employee’s legal representative to satisfy the minimum tax withholding obligations through the sale of all or a portion of such Shares resulting from this Agreement or by a return to the Trust of a number of Shares having a fair market value equal to the withholding amount due. In the event Key Employee or Key Employee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in its successor: sole discretion, satisfy such tax and withholding obligations by: (i) If returning to the Participant is employed by the Company as Trust all or a portion of the Change in ControlShares issued under this Agreement thereby withholding benefits under this Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee’s legal representative, then (w) as applicable. The Trust is authorized to pay over to the effective date of the Change in Control appropriate authority, all federal, state, county, city or other taxes as shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) required pursuant to any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlaw or governmental regulation or ruling. (iie) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account For purposes of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.this Agreement: