Form of PSU Agreement under the Second Amended and Restated 2021 Stock Incentive Plan

The PSUs that you are receiving are granted pursuant and subject in all respects to the applicable provisions of the Plan, which is incorporated herein by reference.  Capitalized terms not defined in this Performance Stock Unit Terms and Conditions or other portion of this Agreement will have the meanings ascribed to them in the Plan. 

The Plan and this Agreement (consisting of the attached Notice, these Performance Stock Unit Terms and Conditions, Performance Conditions and the Appendix hereto) constitute the entire understanding between you and the Company regarding this Award, and any prior agreements, commitments or negotiations concerning this Award are superseded, with the exception of (i) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law and (ii) any written employment or severance arrangement that would provide for earning and/or vesting acceleration of the PSUs upon the terms and conditions set forth therein.  This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under this Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company.

Upon your termination of Service for any reason, this Award shall expire immediately as to the number of PSUs that have not been earned and vested before the date of such termination of Service (and that do not become earned and vested as a result of such termination).  This means that the unvested PSUs (including unvested Earned PSUs) will immediately be cancelled and forfeited upon such termination of Service.  You will receive no payment for PSUs that are so cancelled and forfeited. 

For purposes of this Agreement, termination of Service will be deemed to have occurred as of the date you cease to be an Employee, Consultant, or Outside Director (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement, if any) and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment or other laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement, if any). The Company shall have the exclusive discretion to determine when your Service terminates for purposes of this Agreement (including whether you may still be considered to be providing services while on a leave of absence).

In the event of your death or Disability while in Service, whether occurring during or after the applicable Performance Period, any then unvested and outstanding Earned PSUs (as set forth in this paragraph) shall vest as of the day of such death or Disability and be paid out in accordance with the “Settlement of PSUs” paragraph below. In the event of your death or Disability while in Service during the Performance Period, the Company Performance Goals applicable to outstanding PSUs shall be deemed satisfied at the target level. If such termination occurs after the Performance Period but before the Certification Date, any payment will be made subject to such certification and be earned based on the actual level of achievement of the Performance Conditions. For purposes hereof, “Disability” has the meaning set forth in the Company’s Vesting Acceleration Policy for Death and Disability, as adopted on September 15, 2021 (the “Death and Disability Policy”). For the avoidance of doubt, the treatment of PSUs upon your death or Disability herein shall be in lieu of (and not in duplication of), any vesting acceleration under the Death and Disability Policy.

If you are a participant in the Company’s Executive Severance Benefit Plan as of the date of a Change in Control, then the provisions thereof regarding acceleration of vesting in connection with a “Change of Control Termination” shall apply to any Earned PSUs that have not otherwise vested.

If you are not a participant in the Company’s Executive Severance Benefit Plan on the date of a Change in Control, then, in the event of your involuntary termination without cause within the period starting three (3) months prior to a Change in Control and ending on the first anniversary of the Change in Control, any then-outstanding Earned PSUs shall vest as of the day immediately prior to such termination, provided that you sign a general waiver and release of claims against the Company and its affiliates (in a form provided by the Company) within 45 days following such termination and you do not revoke such general release and waiver of claims within the time period permitted by law. For purposes hereof, “involuntary termination without cause” means your involuntary termination of employment by the Company, resulting in a “separation from service” (within the meaning of Section 409A), for a reason other than death, Disability or Cause.

In the event of a Going Private Transaction, the Committee will have full discretion to take whatever actions it deems necessary or appropriate with respect to then-outstanding PSUs, in accordance with Section 13 of the Plan (as applicable); provided, however, that, in the event of a Going Private Transaction during the Performance Period (and not, for the avoidance of doubt, during the period following the Performance Period but prior to the date of the Committee’s certification of the achievement of the Performance Conditions), the Company Performance Goals shall be deemed satisfied at the greater of target and actual level of performance (with the resulting Earned PSUs continuing to be subject to applicable vesting conditions, subject to any actions taken by the Committee pursuant to Section 13 of the Plan). For purposes hereof, “Going Private Transaction” means any transaction (or series of transactions) with the result that the Shares (or any equity securities for which the Shares are exchanged or to which they are converted in such transaction(s)) are no longer listed on a Nasdaq Stock Market or any other national securities exchange. For the avoidance of doubt, if the Going Private Transaction also constitutes a Change in Control, this paragraph shall apply and not the “Change in Control” paragraph above.

For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave of absence was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active work. 

Each of your Earned PSUs will be settled within 74 days following the day it vests (including by reason of any vesting acceleration); provided, however, that if the Company requires you to pay withholding taxes through a sale of Shares, settlement of each Earned PSU may be deferred to the first permissible trading day for the Shares, if later than the applicable vesting date, but no later than two and one-half (2-1/2) months following the calendar year in which the applicable vesting date occurs. 

For purposes of this Agreement, “permissible trading day” means a day that satisfies all of the following requirements:  (1) the exchange on which the Shares are traded is open for trading on that day; (2) you are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act; (3) either (a) you are not in possession of material non-public information that would make it illegal for you to sell Shares on that day under Rule 10b-5 under the Exchange Act or (b) Rule 10b5-1 under the Exchange Act would apply to the sale; (4) you are permitted to sell Shares on that day under such written insider trading policy as may have been adopted by the Company; and (5) you are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party. 

At the time of settlement, you will receive one Share for each vested Earned PSU; provided, however, that any fractional Shares that would otherwise be issued will be accumulated and will be issued only when a whole Share has accumulated, and further provided that any portion of the vested Earned PSUs that exceeds the Target PSUs may be settled in cash rather than Shares in the Committee’s sole discretion. In addition, the Shares are issued to you subject to the condition that the issuance of the Shares does not violate any law or regulation and the requirements of any stock exchange on which the Shares are listed for trading are met.

Regardless of any action the Company and/or the Subsidiary or Affiliate employing you (“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related withholding (including taxes that are imposed on the Company or your Employer as a result of your participation in the Plan but are deemed by the Company or the Employer to be an appropriate charge to you) (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or your Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the grant, earning, vesting or settlement of the PSUs, the subsequent sale of Shares acquired pursuant to settlement and the receipt of any dividends; and (2) do not commit to structure the terms of the award or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or your Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

This Agreement and the PSUs are intended to be exempt from the application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing, to the extent this Agreement and the PSUs are subject to, and not exempt from, Section 409A of the Code, this Agreement and the PSUs are intended to comply with Section 409A, and its provisions will be interpreted in a manner consistent with such intent.  You acknowledge and agree that changes may be made to this Agreement to avoid adverse tax consequences to you under Section 409A.  If it is determined that the PSUs are deferred compensation subject to Section 409A of the Code and you are a “specified employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “separation from service” (as defined in Section 409A of the Code), then the issuance of any Shares that would otherwise be made upon the date of your separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the separation from service, with the balance of the Shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to avoid the imposition of adverse taxation on you in respect of the Shares under Section 409A of the Code. Each installment of Shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).   

This Agreement will be interpreted and enforced under the laws of the State of Delaware without application of the conflicts of law principles thereof. 

Any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Agreement shall be subject exclusively to any arbitration agreement or policy that you may be subject to with respect to the Company from time to time.

The grant of this Award is strictly discretionary. Neither the Plan nor this Agreement provides or implies any expectation or right in relation to (i) your future participation in the Plan, the grant of awards (or benefits in lieu of awards) or the receipt of similar benefits in the future; or (ii) the provisions and amount of any Plan participation or similar benefits that the Company or your Employer may decide to offer in the future.

The Company and your Employer have reserved the right to amend, suspend or terminate the Plan at any time to the extent permitted by the Plan. 

You are not automatically entitled to the exercise of any discretion in your favor and you do not have any claim or right of action in respect of any decision or omission which may operate to your disadvantage, even if such decision or omission is unreasonable, irrational or might otherwise be regarded as perverse or in breach of any duties. All decisions made by or on behalf of the Company in respect of this Award are final and binding in all respects.

These provisions apply regardless of whether offers or participation in the Plan are regular and repeated or on a one-off or otherwise exceptional basis, and regardless of whether your Employer is involved in the administration of the Plan or your Award.

The Award and the Shares subject to the Award, and the income from and value of the same, are not part of normal or expected compensation for purposes of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, or end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments.

Without limiting the generality of Section 21 of the Plan, your Award and any other awards granted to you under the Plan (or any predecessor thereto), as well as all other Covered Compensation (as defined in the Company’s Compensation Recoupment Policy (as may be amended from time to time, the “Recoupment Policy”)) that you have received or receive in the future from the Company shall be subject to the Recoupment Policy. Notwithstanding anything herein to the contrary, your Award (to the extent vested) shall not be deemed fully earned until the Recoupment Period (as defined in the Recoupment Policy) applicable to the Award has lapsed.

Unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of the same, are not granted as consideration for, or in connection with, your services that may be provided as a director of an Affiliate. 

You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan, this Agreement, or under applicable law. 

Unless otherwise provided in the Plan or by the Company, in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares.

There is a risk that the Shares underlying the PSUs may fall as well as rise in value. Market forces will impact the market value of Shares and, in the worst case, the market value of the Shares may become zero. Neither the Company nor any Subsidiary or Affiliate is liable for any loss due to movements in Share value.

Neither the Company, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar, or for any charges imposed in relation to the conversion or transfer of currency, that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any Shares acquired upon settlement.

You hereby declare that you agree with the data processing practices described herein and consent to the collection, processing and use of Personal Data (as defined below) by the Company and the transfer of Personal Data to the recipients mentioned herein, including recipients located in countries which do not adduce an adequate level of protection from non-U.S. data protection law perspective, for the purposes described herein.

The Company reserves the right to impose other requirements on your participation in the Plan, on the PSUs and on any Shares acquired upon vesting of the PSUs, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.