First Amendment to UL Inc. Long-Term Incentive Plan, as amended and restated, effective January 1, 2020

WHEREAS, UL Solutions Inc. (formerly known as UL Inc. and referred to hereinafter as the “Company”) maintains the UL Inc. Long-Term Incentive Plan, as amended (the “Plan”);

WHEREAS, the Plan document adopted by the Company, effective January 1, 2020 (the “2020 Plan Restatement”), provides the Board of Directors of the Company (the “Board”) with authority to amend the Plan as it deems advisable;

WHEREAS, pursuant to a Board action on May 6, 2022, the Board approved the amendments to the 2020 Plan Restatement set forth herein, in substantially the same form as set forth herein.

NOW, THEREFORE, in accordance with Section 4.3 of the 2020 Plan Restatement, the 2020 Plan Restatement is hereby amended, effective as of the date of consummation of an initial public offering of a certain number of share of the Company’s Class A common stock, if any, in the following respects:

1.    Section 1.1 of the 2020 Plan Restatement is amended by replacing the term “UL Inc., a Delaware corporation (the “Company”)” with the term “UL Solutions Inc. (formerly known as UL Inc.), a Delaware corporation.”

2.    The definition of the term “Award” in Section 1.2 of the 2020 Plan Restatement is amended in its entirety to read as follows:

“‘Award’ shall refer to either or both of CSAR Awards (including Converted CSARs) and Performance Cash Awards made under this Plan, as the context indicates.”

3.    The definition of the term “Common Stock” in Section 1.2 of the 2020 Plan Restatement is amended in its entirety to read as follows:

“‘Common Stock’ shall mean (a) before the IPO Date, the Class B, non-voting common stock, par value $0.0001 per share, of the Company; and (b) on and after the IPO Date, the Class A voting common stock, par value $0.001 per share, of the Company. For avoidance of doubt, Common Stock is intended to satisfy the definition of ‘service recipient stock’ under Treasury Regulation Section 1.409A-1(b)(5)(iii).”

4.    New definitions of the terms “Conversion Date” and “Converted CSAR” are added to Section 1.2 of the 2020 Plan Restatement, to read as follows:

“‘Conversion Date’ shall mean the later of (a) the IPO Date or (b) only if required by the Committee, the date on which an Executive accepts an amendment to his or her Agreement, in a written or electronic format specified by the Committee or its delegate, having the effect of converting his or her CSARs to Converted CSARs.

‘Converted CSAR’ shall mean a CSAR that is (a) outstanding as of the IPO Date, (b) converted to a stock-settled Award as of the Conversion Date, and

(c) after the Conversion Date, if exercised in accordance with Section 2.3, will be settled in the form of a number of shares of Common Stock.”

5.    The definitions of the terms “Exercise Date” and “Exercise Window” in Section 1.2 of the 2020 Plan Restatement are amended in their entirety to read as follows:

“‘Exercise Date’ means (a) with respect to vested CSARs other than Converted CSARs, the first business day following the close of an Exercise Window; and (b) with respect to Converted CSARs, any date after the Conversion Date on which an Executive’s Converted CSARs are voluntarily exercised or automatically exercised in accordance with Section 2.3(b) and any applicable Agreement.

‘Exercise Window’ means (a) before the IPO Date, the two-week period established by the Committee following the Board’s confirmation of the valuation results for the immediately preceding year (or other period designated by the Board), or (b) on or after the IPO Date, with respect to vested CSARs other than Converted CSARs, the two-week period established by the Committee in its sole discretion, during which an Executive may exercise any vested CSARs, subject to the terms and limits of this Plan and any applicable Agreements.”

6.    The definition of the term “Fair Market Value” in Section 1.2 of the 2020 Plan Restatement is amended in its entirety to read as follows:

“‘Fair Market Value’ shall mean:

(a)    for any date before the IPO Date, the value of each share of Common Stock determined in good faith by the Committee pursuant to a reasonable valuation method in accordance with Section 409A of the Code, including without limitation, by reliance on an independent appraisal completed within the preceding twelve (12) months; and

(b)    for any date on or after the IPO Date, the value of a share of Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Committee deems reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Committee deems reliable; or (iii) without an established market for the Common Stock, the Committee will determine the Fair Market Value in its discretion.”

7.    A new definition of the term “IPO Date” is added to Section 1.2 of the 2020 Plan Restatement, to read as follows:

“‘IPO Date’ shall mean the effective date of the consummation of an initial public offering of the Company’s voting securities pursuant to an effective registration statement under the Securities Act.”

8.    A new definition of the term “Overall Share Limit” is added to Section 1.2 of the 2020 Plan Restatement, to read as follows:

“‘Overall Share Limit’ shall mean (a) []1 shares of Common Stock, which have been reserved by the Company, pursuant to an action by the Board, for issuance on or after the IPO Date pursuant to Section 4.9 of this Plan or any long-term incentive plan adopted by the Company on or after the IPO Date (a ‘Post-IPO Plan’), reduced by (b) any shares of Common Stock actually issued pursuant to Section 4.9 of this Plan or any Post-IPO Plan, plus (c) any shares of Common Stock that, on or after the IPO Date, become available for issuance under the Plan pursuant to Section 4.9(b), as adjusted pursuant to Sections 4.7 and 4.8. For avoidance of doubt, the Overall Share Limit shall apply to shares of Common Stock issued for the settlement of Awards pursuant to this Plan (e.g., Converted CSARs) after the IPO Date, as well as awards under any Post-IPO Plan.”

9.    The definition of the term “Settlement Limit” in Section 1.2 of the 2020 Plan Restatement is amended in its entirety to read as follows:

“‘Settlement Limit’ means an amount equal to ten percent (10%) of the Company’s “free cash flow” as shown on the Company’s accumulation financial measures that form part of the Company’s financial statements as of December 31 of the preceding year. The purpose of the Settlement Limit is to ensure that the total amount payable by the Company pursuant to the exercise or settlement of all outstanding cash-settled Awards and any Non-Plan Awards in any calendar year does not exceed the Settlement Limit. For avoidance of doubt, except as may be expressly provided under the Plan document or an Agreement issued thereunder (or an amendment thereto), the Settlement Limit applies to all cash-settled Awards and other cash-settled long-term incentive awards granted by the Company that have been, are being, or reasonably could be expected to be, exercised or settled during the calendar year. Application of the Settlement Limit, including reductions thereto (and corresponding definitions associated with such reductions), are addressed in Section 4.1.”

10.    The third sentence of Section 1.3 of the 2020 Plan Restatement is amended in its entirety to read as follows:

“The Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan, determine the form, amount, value and timing of each Performance Cash Award and/or Award of CSARs to such persons and, if applicable, the number of shares of Common Stock represented by such an Award, the Base Price associated with the Award, the time and conditions of exercise or settlement of the Award (including, in accordance with Section 4.1, the application of the Settlement Limit thereto or the waiver of the Settlement Limit with respect to one or more calendar years), the Performance Metrics applicable to the Award, the application of a Restriction Period on the Award, the conversion of an Award from a cash-settled form to a stock-settled form on or after the consummation of a Corporate Transaction Event, and all other terms and conditions of an Award, including, without limitation, the form of the Agreement evidencing the Award.”

11.    The last sentence of Section 2.1(a) of the 2020 Plan Restatement is amended in its entirety to read as follows:

“Notwithstanding any provision of the Plan or an Agreement to the contrary (other than Section 4.7 hereof), the Committee shall have no authority to reduce the Base Price of a CSAR after the Award Date, directly or indirectly.

12.    Section 2.1(c) of the 2020 Plan Restatement is amended in its entirety to read as follows:

“(c)    Method of Exercise. A CSAR, to the extent vested, may be exercised by (i) giving written or electronic notice to the Company specifying the whole number of CSARs which are being exercised and (ii) executing such documents as the Committee may reasonably request. An Executive may elect to voluntarily exercise a vested CSAR, other than a Converted CSAR, during an Exercise Window. Subject to the Settlement Limit, voluntarily exercised CSARs and automatically exercised Expiring CSARs, Death/Disability Accelerated CSARs and Early Retirement Accelerated CSARs, in each case other than Converted CSARs, may be exercised as of the Exercise Date following an Exercise Window and will be settled in accordance with Section 4.1. For avoidance of doubt, Converted CSARs shall be exercised pursuant to Section 2.3(b).”

13.    A new Section 2.3 is added to Article II of the 2020 Plan Restatement, to read as follows:

“2.3    Converted CSARs.

(a)    Conversion to Stock-Settled Awards. Effective on the applicable Conversion Date, an Executive’s outstanding CSARs, whether vested or unvested, will be converted to Converted CSARs in accordance with the terms of this Plan and any applicable Agreements (including any amendments thereto). Except as expressly stated in this Plan or the applicable Agreement, the terms of a CSAR as in effect immediately before the Conversion Date (including, but not limited to, the vesting provisions and Base Price thereof) shall remain in effect with respect to such Award after the Conversion Date.

(b)    Method of Exercise. A vested Converted CSAR may be voluntarily exercised at any time after the Conversion Date and on or before the Expiration Date (as set forth in the applicable Agreement) without regard to Section 4.1. Any Converted CSAR that is an Expiring CSAR, a Death/Disability Accelerated CSAR or an Early Retirement Accelerated CSAR will be deemed exercised and will be automatically settled as of the Expiration Date (as set forth in the applicable Agreement) without regard to Section 4.1.

(c)    Rights as a Stockholder. Upon exercising a Converted CSAR, an Executive will become the record holder of a number of shares of Common Stock, as determined pursuant to the Agreement. Notwithstanding any other provision of the Plan, except as required by applicable law or otherwise determined by the Committee, the Company will not be required to deliver to the Executive certificates evidencing shares of Common Stock issued in connection with any Award and instead

such shares of Common Stock may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock certificates issued under the Plan that the Committee deems necessary or appropriate to comply with applicable law.”

14.    The first paragraph of Section 4.1 of the 2020 Plan Restatement is amended in its entirety to read as follows:

“4.1    Application of Settlement Limit. The total amount payable by the Company pursuant to the exercise or settlement of any Non-Plan Awards and all outstanding Awards, other than Converted CSARs, that may be settled in any calendar year may not exceed the Settlement Limit. For avoidance of doubt, this Section 4.1 shall not apply to Converted CSARs, which shall be exercised and settled in accordance with Section 2.3 (without regard to the Settlement Limit) and the applicable Agreement. The Settlement Limit shall be applied with respect to a calendar year in accordance with the following hierarchy:”

15.    Section 4.3 of the 2020 Plan Restatement is amended in its entirety to read as follows:

“4.3    Amendments. On or after May 6, 2022, the Committee may amend this Plan as it shall deem advisable. No amendment may materially impair the rights of a holder of an outstanding Award without the consent of such holder.”

16.    The first sentence of Section 4.7 of the 2020 Plan Restatement is amended in its entirety to read as follows:

“In the event of any corporate action not specifically covered by the preceding Sections, including but not limited to an extraordinary cash distribution, a corporate separation, Corporate Transaction Event or other reorganization or liquidation, the Committee shall adjust the number of shares of Common Stock to which a CSAR applies or substitute shares of another party to the transaction for Common Stock, and shall also adjust the Performance Metrics, Base Price, and other terms of outstanding Awards, as it, in its sole discretion, may deem equitable and appropriate in the circumstances.”

17.    Section 4.8(c)(ii) of the 2020 Plan Restatement is amended in its entirety to read as follows:

“(ii)    shares of capital stock or other equity interests of the Company (as constituted after consummation of the Corporate Transaction Event), the corporation or entity resulting from or succeeding to the business of the Company pursuant to such Corporate Transaction Event, or a parent corporation thereof, having a fair market value not less than the amount determined under clause (i) above (which, for avoidance of doubt, may include Converted CSARs); or”

18.    A new Section 4.9 is hereby added to Article IV of the 2020 Plan Restatement to read as follows, and the remaining sections of Article IV are renumbered accordingly:

“4.9    Stock Available for Awards.

(a)    Number of Shares. Subject to adjustment pursuant to Section 4.7 and the terms of this Section 4.9, the maximum number of shares of Common Stock that may be issued pursuant to Awards under the Plan after the IPO Date shall be equal to the Overall Share Limit (as adjusted from time to time based on the issuance of shares under this Plan or any Post-IPO Plan). Shares of Common Stock issued under the Plan may consist of authorized but unissued shares, shares purchased on the open market or treasury shares.

(b)    Share Recycling. Shares of Common Stock covered by an Award shall only be counted as used to the extent they are actually issued and delivered to the holder of the Award. Any shares of Common Stock related to an Award that terminates by forfeiture, cancellation, or otherwise without the issuance and delivery of such shares, are settled in cash in lieu of shares, or are exchanged, prior to the issuance and delivery of shares, for Awards not involving shares, shall be available again for settlement of Awards under this Plan and shall be added back to the Overall Share Limit. In addition, the following principles shall apply in determining the number of shares of Common Stock added back to the Overall Share Limit:

(i)    The Overall Share Limit shall be reduced by the net shares of Common Stock actually due to a holder upon the settlement of Converted CSARs upon exercise thereof; and

(ii)    Shares of Common Stock withheld by the Company to satisfy the tax withholding obligation shall be added back to the Overall Share Limit, and if an amount is withheld for payment of taxes from an Award settled partly in shares of Common Stock and partly in cash, a number of shares of Common Stock with a value equal to the portion of the withholding that corresponds to the portion of the Award settled in shares of Common Stock shall be added back to the Overall Share Limit.”