Form of Performance Share Unit Award Certificate
PERFORMANCE SHARE UNIT AWARD CERTIFICATE
by CommScope Holding Company, Inc. (the Company) of
________ performance share units convertible, on a one-for-one basis, into shares of Stock (the Units).
[For Inducement Award: The Units are granted as an employment inducement award pursuant to Nasdaq Listing Rule 5635(c)(4), and are not issued under a stockholder-approved incentive plan. Notwithstanding the forgoing, the Units shall be subject to the terms and conditions of the CommScope Holding Company, Inc. 2019 Long-Term Incentive Plan (the Plan) as if the Units had been granted under the Plan, and the terms and conditions of the Plan are hereby incorporated into this Award Certificate. The Units are also subject to the terms and conditions set forth on the following pages (the Terms and Conditions). By accepting the Units, Grantee shall be deemed to have agreed to the Terms and Conditions and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.]
[For Non-Inducement Award: The Units are granted pursuant to and subject to the provisions of the CommScope Holding Company, Inc. 2019 Long-Term Incentive Plan (the Plan) and to the terms and conditions set forth on the following pages (the Terms and Conditions). By accepting the Units, Grantee shall be deemed to have agreed to the Terms and Conditions and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.]
Grantee will have the right to earn between 0% and 100% of the Units based on both (i) the Companys achievement of performance goals relating to stock price during the period starting on the Grant Date and ending on the fourth anniversary of the Grant Date (the Performance Period), and (ii) Grantees satisfaction of corresponding service conditions, as set forth on Appendix A. Unless vesting is accelerated as provided in Section 2 of the Terms and Conditions, each Unit shall vest (and become non-forfeitable) on the later of (i) the date that the Company satisfies the applicable performance condition and (ii) the date that Grantee satisfies the applicable service condition, subject in each case to Grantees Continuous Service on such vesting date.
IN WITNESS WHEREOF, CommScope Holding Company, Inc., acting by and through its duly authorized officers, has caused this Award Certificate to be duly executed.
COMMSCOPE HOLDING COMPANY, INC.
PERFORMANCE AND SERVICE CONDITIONS
The Company will be determined to satisfy the Target Price set forth in the table below during the Performance Period if the Average Trading Price of the Stock equals or exceeds the applicable Target Price. The Grantee will be determined to satisfy the Service Condition set forth in the table below opposite the Target Price if Grantee remains in Continuous Service for the period of time set forth below opposite such Target Price following the Grant Date. The percentage of Units set forth opposite a Target Price and the Service Condition related thereto shall vest if and only if both the Performance Condition and the Service Condition relating thereto have been achieved and satisfied.
The Performance Condition relating to a given Target Price is satisfied as soon as the Average Trading Price equals or exceeds the Target Price. The Average Trading Price is not required to be continuously satisfied through the Vesting Date.
|Service Condition |
Following Grant Date
|Percentage of |
The Target Prices and the related Service Conditions are cliff requirements, and Units will not be earned based upon achievement of Average Trading Prices between the various Target Prices or Continuous Service between the Service Condition periods.
For illustrative purposes, in the event Grantee remains in Continuous Service for 4 Years and the Target Price of $30 is satisfied on December 31 of Year 2 (but no greater Target Price is satisfied during the Performance Period), then Grantee became vested in 50% of the Units on December 31 of Year 2 and another 20% of the Units at the end of 2.5 Years. The remaining 30% of the Units shall be forfeited.