Phillippe Lord - Notice of Approved 2025 Compensation

Reference is made to that certain employment agreement effective January 1, 2021 (the “Employment Agreement”) concerning the employment and compensation of Phillippe Lord, the Company’s Chief Executive Officer (“Executive”). Capitalized terms in this Notice not otherwise defined herein have the meanings prescribed to those terms in the Executive’s Employment Agreement.

As provided in the Employment Agreement, the Executive’s Base Salary is subject to annual review and may, in the Committee’s discretion, be increased without the Executive’s consent. With respect to the Executive, the Committee has reviewed Executive’s Base Salary and concluded that no adjustments should be made at this time. Accordingly, Executive’s Base Salary for the Company’s 2025 fiscal year will remain unchanged at $1,000,000.

Moreover, and as provided in the Employment Agreement, any adjustments to the Executive’s Base Salary made at the Committee’s discretion shall be considered the Executive’s Base Salary for purposes of the Executive’s Employment Agreement. Accordingly, effective January 1, 2025, the term “Base Salary” under the Executive’s Employment Agreement shall mean $1,000,000.

As provided in the Employment Agreement, the Executive is entitled to an annual incentive bonus (the “Bonus”) based on a previously-established minimum Target Bonus or such greater amount as may be provided in a written notice to the Executive from the Committee.

Accordingly, this is to provide notice to the Executive that effective beginning with the Company’s 2025 fiscal year, Executive’s minimum Target Bonus is being adjusted to $3,250,000.

As provided in the Employment Agreement, the Executive is entitled to an annual Performance Share Award (“PSA”) and an annual Restricted Stock Unit Award (“RSU”) each of which is based on previously-established minimum PSA target amount (the “PSA minimum”) and RSU target amounts (the “RSU minimum”)or such greater amount as may be provided to Executive in written notice from the Committee. The Executive’s minimum combined Equity Award target amount for 2024 (i.e., minimum PSA target plus minimum RSU target) was $5,000,000.

Accordingly, this is to provide notice to the Executive that, effective beginning with the Company’s 2025 fiscal year, Executive’s minimum combined Equity Award target amount is being adjusted to $5,500,000.