Form of Notice of Grant of Performance Units (Adjusted EBITDA)

###TOTAL_AWARDS### Performance Units (each a “Unit”), subject to adjustment as provided by the Performance Units Agreement.

Vesting Schedule:

Notwithstanding the foregoing, in the event that (x) a Change in Control is consummated during any Performance Year, and (y) the Participant’s Service has not terminated prior to the date such Change in Control is consummated, then (i) if the Change in Control is consummated prior to the Measurement Date for the Performance Year ending immediately prior to the Performance Year in which the Change in Control occurs (such prior Performance Year, the “Pre-CIC Performance Year”), a number of Units subject to the Performance Year Tranche relating to the Pre-CIC Performance Year shall vest immediately prior to such Change in Control and become Vested Units determined by multiplying the number Units subject to such Performance Year Tranche (at Target) by the applicable “Vesting Percentage” set forth above (determined based on the Company’s attainment of the applicable Adjusted EBITDA goals during the Pre-CIC Performance Year), (ii) all

then-outstanding Units (at Target) subject to the Performance Year Tranche relating to the Performance Year in which the Change in Control is consummated will vest immediately prior to such Change in Control and become Vested Units, and (iii) any Units that do not become vested pursuant to clause (i) or (ii) shall be canceled and forfeited without payment of any consideration therefor immediately prior to the consummation of the Change in Control, and the Participant shall have no further right to or interest in such forfeited Units.

If the Participant’s Service is terminated by the Company or its subsidiaries or affiliates, as applicable (collectively, the “Participating Company Group”) without Cause or due to the Participant’s resignation for Good Reason, in either case, prior to the Measurement Date applicable to the Third Performance Year and within three (3) months prior to the consummation of a Change in Control, then subject to the Participant timely executing and not revoking a release of claims in a form prescribed by the Company (a “Release”) that becomes effective and irrevocable no later than sixty (60) days following the date of such termination of Service (or such earlier date as set forth in the Release) (the date such Release becomes effective and irrevocable, the “Release Effective Date”), a number of Units shall vest on the date of the consummation of such Change in Control and become Vested Units determined by multiplying (i) the Target number of Units subject to the applicable Performance Year Tranche by (ii) a fraction, the numerator of which is the number of days the Participant was in continued Service with the Participating Company Group during such Performance Year, and the denominator of which equals 365 (the “Pro Rata Vested Units”). For the avoidance of doubt, upon the Participant’s termination of Service without Cause or due to the Participant’s resignation for Good Reason, in either case, prior to the Measurement Date applicable to the Third Performance Year, the Units subject to the Performance Year Tranche for the Performance Year in which the Participant’s Service terminates shall remain outstanding and eligible to vest upon the occurrence of a Change in Control during the three (3) month period immediately following such termination of Service, in accordance with the preceding sentence. Any Units subject to a Performance Year Tranche for a Performance Year scheduled to commence after the year in which the Participant’s termination of Service occurs shall be canceled and forfeited without payment of consideration therefor as of the Participant’s termination of Service, and any Units the applicable Performance Year Tranche that do not become Pro Rata Vested Units in accordance with this paragraph shall be canceled and forfeited without payment of any consideration therefor as of the three (3)-month anniversary of the date on which such termination of Service occurs, and, in each case, the Participant shall have no further right to or interest in such forfeited Units. For the avoidance of doubt, if the Release does not become effective and irrevocable on or prior to the sixtieth (60th) day following such termination, then the Units subject to the Performance Year Tranche for the Performance Year in which the Participant’s Service terminates shall be canceled and forfeited without payment of any consideration therefor on the sixtieth (60th) day following such termination, and the Participant shall have no further right to or interest in such forfeited Units.

If the Participant’s Service is terminated for any reason not specified in the paragraph above (including due to (i) a termination by the Participating Company Group for Cause, (ii) the Participant’s resignation without Good Reason, or (iii) the Participant’s death or Disability), then any Units that are not Vested Units as of the date of the Participant’s termination of Service shall be immediately canceled and forfeited without payment of any consideration therefor, and the Participant shall have no further right to or interest in such Units, in each case, as of such date.

provision for income taxes. The information used to determine Adjusted EBITDA will be derived from the Company’s Report on Form 10-K for the applicable Performance Year.

“Good Reason” shall mean “Good Reason” (or any term of similar effect) as defined in the Participant’s employment or other equity agreement with the Company or another member of the Participating Company Group.

“Measurement Date” shall mean, with respect to any particular Performance Year, the date (which shall be no later than ninety (90) days after the conclusion of such Performance Year) on which the Committee determines the Company’s Adjusted EBITDA and the number of Units that have become Vested Units hereunder, in each case, for such Performance Year.

“Performance Year” shall mean each of the following one-year periods set forth in the table below:

Superseding Agreement: