Form of Restricted Stock Unit Agreement (2021 Plan) (Mandatory Sell-to-Cover Election)

Name of Participant:

Total Number of Restricted Stock Units Granted:

Date of Grant:

Vesting Commencement Date:

Vesting Schedule:

Subject to all of the terms and conditions set forth in the Notice of Restricted Stock Unit Award, this Restricted Stock Unit Agreement (the “Agreement”) and the Plan, the Company has granted to you the number of restricted stock units set forth in the Notice of Restricted Stock Unit Award.

All capitalized terms used in this Agreement shall have the meanings assigned to them in this Agreement, the Notice of Restricted Stock Unit Award or the Plan.

The restricted stock units are eligible to vest in accordance with the vesting schedule set forth in the Notice of Restricted Stock Unit Award.

No additional restricted stock units will vest after your Termination of Service for any reason, unless the Administrator determines otherwise.

Each restricted stock unit will be settled in Shares as soon as administratively practicable after the vesting of the applicable restricted stock unit, but no later than more than 60 days after the restricted stock unit’s vesting date. However, the Company may delay any payment if it determines that such payment would violate applicable laws and, in such case, payment will be delayed until the earliest date on which the Company determines that the payment would not cause a violation of laws, provided that the Company reasonably believes that the delay will not result in an imposition of taxes under Section 409A of the Internal Revenue Code (“Section 409A”).

At the time of settlement, you will receive one Share for each vested restricted stock unit.

No fractional Shares will be issued upon settlement.¹

Note to RTR: We have removed references to settling in cash throughout the agreement because including that language in the agreements makes public reporting of these awards more complex. The Administrator still has flexibility to settle in cash under the plan, however.

The restricted stock units are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A.

Further, if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A at the time of your “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) and it is determined that settlement of these restricted stock units is not exempt from Section 409A, then any restricted stock units that otherwise would have been settled during the first six months following your “separation from service” will instead be settled on the first business day following the earlier of (i) the six-month anniversary of your separation from service or (ii) your death. Each installment of restricted stock units is hereby designated as a separate payment for purposes of Section 409A.

As set forth in Section 9.5 of the Plan, the Company will have the authority and the right to deduct or withhold, or to require you to pay to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes required by law to be withheld with respect to any taxable event arising in connection with the restricted stock units. In satisfaction of the tax withholding obligations and in accordance with the Sell to Cover Election included in the Notice of Restricted Stock Unit Award, you have irrevocably elected to sell the portion of the Shares to be delivered under the restricted stock units necessary so to satisfy the tax withholding obligations and you will execute any letter of instruction or agreement required by the Company’s transfer agent or stock plan administrator (together with any other party the Company determines necessary to execute the Sell to Cover Election, the “Agent”) to cause the Agent to irrevocably commit to forward the proceeds necessary to satisfy the tax withholding obligations directly to the Company or its affiliates. The Company will not be obligated to deliver any new certificate representing Shares to you or your legal representative or enter such Shares in book entry form unless you or your legal representative have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to your the taxable income resulting from the grant or vesting of the restricted stock units or the issuance of Shares upon the settlement of the restricted stock units. In accordance with your Sell to Cover Election included in the Notice of Restricted Stock Unit Award, you hereby acknowledge and agree:

i.   You appoint the Agent as your agent and authorize the Agent to (1) sell on the open market at the then prevailing market price(s), on your behalf, as soon as practicable on or after the Shares are issued upon the vesting of the restricted stock units, that number (rounded up to the next whole number) of the Shares so issued necessary to generate proceeds to cover (x) any tax withholding obligations incurred with respect to such vesting or issuance and (y) all applicable fees and commissions due to, or required to be collected by, the Agent and (2) apply any remaining funds to your federal tax withholding.

ii.  You authorize the Company and the Agent to cooperate and communicate with one another to determine the number of Shares that must be sold pursuant to subsection (i) above.

iii.   You understand that the Agent may conduct the sales as provided in subsection (i) above in one or more sales and that the average price for executions resulting from bunched orders will be assigned to your account. In addition, you acknowledge that it may not be possible to sell Shares as provided by subsection (i) above due to (1) a legal or contractual restriction applicable to the you or the Agent, (2) a market disruption, or (3) rules governing order execution priority on the national exchange where the Shares may be traded. You further agree and acknowledge that in the event the sale of Shares would result in material adverse harm to the Company, as determined by the Company in its sole discretion, the Company may instruct the Agent not to sell Shares as provided by subsection (i) above. In the event of the Agent’s inability to sell

Shares, you will continue to be responsible for the timely payment to the Company and/or its affiliates of all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld, including but not limited to those amounts specified in subsection (i) above.

iv.   You acknowledge that regardless of any other term or condition of this section, the Agent will not be liable to you for (1) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, or (2) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control.

v.  You hereby agree to execute and deliver to the Agent any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this section. The Agent is a third-party beneficiary of this section.

vi.   This section will terminate not later than the date on which all tax withholding obligations arising in connection with the vesting or settlement of the restricted stock units have been satisfied.

No stock certificates (or their electronic equivalent) will be distributed to you unless you have paid any withholding taxes that are due as a result of the vesting or settlement of the restricted stock units.

If you fail to make timely payment of withholding taxes in connection with the settlement of the restricted stock units, the Company has the right to satisfy all or any portion of the withholding taxes by withholding Shares otherwise issuable upon settlement of the restricted stock units.

The text of the Plan is incorporated in this Agreement by reference.

This Plan, this Agreement and the Notice of Restricted Stock Unit Award constitute the entire understanding between you and the Company regarding these restricted stock units. Any prior agreements, commitments or negotiations concerning these restricted stock units are superseded. To the extent permitted by the Plan, this Agreement may be amended or otherwise suspended or terminated at any time by the Administrator or the Board; provided, that no amendment, suspension or modification may adversely affect the restricted stock units in any material respect without the prior written consent of the Participant. In the event that any provision of the Notice of Restricted Stock Unit Award or this Agreement is held invalid or unenforceable, then the applicable provision will be severable from, and any invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of the Notice of Restricted Stock Unit Award or this Agreement.