EX-10.5




 Exhibit 10.5 

 

OFFERPAD SOLUTIONS INC. 

2021 INCENTIVE AWARD PLAN 


PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE 

Offerpad Solutions Inc., a Delaware corporation (the “Company”), has granted to the participant listed below
(“Participant”) the performance-based Restricted Stock Units (the “PSUs”) described in this Performance-Based Restricted Stock Unit Grant Notice (this “Grant Notice”), subject
to the terms and conditions of the Offerpad Solutions Inc. 2021 Incentive Award Plan (as amended from time to time, the “Plan”) and the Performance-Based Restricted Stock Unit Agreement attached hereto as Exhibit A and
the Vesting Schedule attached as Exhibit B (Exhibits A and B, collectively, the “Agreement”), all of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant
Notice or the Agreement have the meanings given to them in the Plan. 
  

			
	Participant:	  	 [To be specified]

		
	Grant Date:	  	 [To be specified]

		
	 Vesting Start Date:
  

Number of Target PSUs:
	  	 [To be the Grant Date]
  

[To be specified]

		
	Expiration Date:	  	 [To be the third anniversary of the Grant Date]

		
	Vesting Schedule:	  	Exhibit B

 By accepting (whether in writing, electronically or otherwise) the PSUs, Participant agrees to be bound by the
terms of this Grant Notice, the Plan and the Agreement. In addition, Participant acknowledges and agrees to be bound by the forfeiture provisions related to the Restrictive Covenants (as defined on Exhibit A) set forth in Section 2.4(b)
of the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan,
this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. 

 

			
	OFFERPAD SOLUTIONS INC. 	  	PARTICIPANT
		
	By:      _______________________________________	  	  

	Name: _______________________________________	  	[Participant Name]
	Title:  _______________________________________	  	












 Exhibit A 

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT 

WHEREAS, the Company has granted the PSUs to Participant, effective as of the Grant Date set forth in the Grant Notice (the “Grant
Date”); and 
 WHEREAS, in connection therewith, the parties desire to enter into this Performance-Based Restricted Stock Unit
Agreement (together with the Vesting Schedule attached as Exhibit B hereto, collectively, this “Agreement”). 

NOW, THEREFORE, the Company and Participant hereby agree as follows: 

ARTICLE I. 
 GENERAL

 1.1 Award of PSUs and Dividend Equivalents. 

(a) Each PSU represents the right to receive one Share, as set forth in this Agreement. Participant will have no right to the distribution of
any Shares until the time (if ever) the PSUs have vested. 
 (b) The Company hereby grants to Participant, with respect to each PSU, a
Dividend Equivalent for ordinary cash dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable PSU is settled, forfeited or otherwise expires. Each Dividend
Equivalent entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single Share. The Company will establish a separate Dividend Equivalent bookkeeping account (a “Dividend Equivalent
Account”) for each Dividend Equivalent and credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid. Any Dividend Equivalents granted in connection with the
PSUs issued hereunder, and any amounts that may become distributable in respect thereof, shall be treated separately from such PSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required
by Section 409A. 
 (c) This award of PSUs and Dividend Equivalents is referred to herein as the “Award”. 

1.2 Incorporation of Terms of Plan. The PSUs and Dividend Equivalents are subject to the terms and conditions set forth in this
Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control. 

1.3 Unsecured Promise. The PSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company
obligation payable only from the Company’s general assets. 
 1.4 Definitions. Capitalized terms not specifically defined in
this Agreement have the meanings specified in the Grant Notice or in the Plan. In addition, the following defined terms shall apply: 
 (a)
“Assumed” means that an Assumption occurs with respect to the Award in connection with a Change in Control. 
 (b)
[“Cause” means the occurrence of any one or more of the following events: 
 (i) the commission of
any act by Participant constituting financial dishonesty against the Company or its Subsidiaries (which act would be chargeable as a crime under applicable law); 











 (ii) Participant’s engaging in any other act of dishonesty, fraud,
intentional misrepresentation, moral turpitude, illegality or harassment which, as determined in good faith by the Board, would: (A) materially adversely affect the business or the reputation of the Company or any of its Subsidiaries with their
respective current or prospective customers, suppliers, lenders and/or other third parties with whom such entity does or might do business; or (B) expose the Company or any of its Subsidiaries to a risk of civil or criminal legal damages,
liabilities or penalties; 
 (iii) the repeated failure by Participant to follow the lawful directives of the chief executive
officer of the Company or any of its Subsidiaries or the Board; or 
 (iv) any material misconduct, violation of the
Company’s or its Subsidiaries’ policies, or willful and deliberate non-performance of any duty by Participant in connection with the business affairs of the Company or its Subsidiaries.] 

(c) [“Employment Agreement” means that certain Employment Agreement by and between Participant and the Company, dated
[_________].] 
 (d) “Non-Transactional Change in Control” means a Change in
Control that occurs solely pursuant to Section 11.6(b) of the Plan. 
 (e) “Qualifying Termination” means a
termination of Participant’s Service by the Company without Cause [or by Participant for Good Reason] [([each,] as defined in the Employment Agreement)][, in either case,] within three months prior to, on or following a Change in Control. 

(f) “Service” means Participant’s continued service with the Company or any of its Subsidiaries. 

ARTICLE II. 
 VESTING;
FORFEITURE; SETTLEMENT 
 2.1 General Vesting. The PSUs will be earned and vest in connection with the achievement of the
greatest Average Price Per Share Goal during the Performance Period (each as defined in and as set forth in Exhibit B), subject to Participant’s continued Service through the Expiration Date set forth in the Grant Notice (the
“Expiration Date”), except to the extent provided in Sections 2.2 through 2.4 below and in Exhibit B hereto. Dividend Equivalents (including any Dividend Equivalent Account balance) will vest upon the vesting of the
PSUs with respect to which the Dividend Equivalent (including the Dividend Equivalent Account) relates. 
 2.2 Change in Control.

 (a) If (i) a Change in Control (other than a Non-Transactional Change in Control) occurs;
and (ii) Participant remains in continued Service until at least immediately prior to such Change in Control or, pursuant to Section 2.3(a) below, has experienced a Qualifying Termination within three months prior to such Change in
Control, then, effective as of the date of such Change in Control: 
 (i) a number of PSUs will become Earned PSUs (the
“Earned CIC PSUs”) based on the greater of (A) the CIC Price (as defined in Exhibit B) and (B) the greatest Average Price Per Share Goal achieved prior to such Change in Control (determined in accordance with
Exhibit B but without regard to whether the Performance Period has commenced); provided, however, that if the CIC Price is less than $10.00 per Share, then no more than 100% of the Target PSUs shall become Earned CIC PSUs; and


  
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 (ii) (x) to the extent the Award is Assumed in connection with such
Change in Control, any such Earned CIC PSUs will convert into a time-vesting award that, following such Change in Control, will remain outstanding and eligible to vest on the Expiration Date, subject to Participant’s continued Service through
the Expiration Date; or (y) to the extent the Award is not Assumed in connection with such Change in Control and/or Participant experiences a Qualifying Termination within three months prior to such Change in Control, 100% of any such Earned
CIC PSUs will vest as of immediately prior to such Change in Control. 
 (b) Notwithstanding anything to the contrary contained in
Section 8.3 of the Plan, if, following the application of Section 2.2(a) above, any PSUs have not become Earned CIC PSUs as of (or in connection with) the Change in Control, then any such PSUs automatically will be forfeited and terminated
as of immediately prior to such Change in Control without consideration therefor. 
 2.3 Termination of Service. 

(a) If Participant experiences a Qualifying Termination within three months prior to a Change in Control (other than a Non-Transactional Change in Control), then during such three-month period, the Award shall remain outstanding and eligible to vest in accordance with Section 2.2(a) above upon such Change in Control. 

(b) If Participant experiences a Qualifying Termination on or following a Change in Control that is not a
Non-Transactional Change in Control, then any PSUs that are Earned CIC PSUs as of such Qualifying Termination (if any) shall vest as of the date of such Qualifying Termination (without regard to the Minimum
Share Price Goal (as defined in Exhibit B)). 
 (c) If Participant experiences a Qualifying Termination on or following a Non-Transactional Change in Control, then the Company will determine the number of Earned PSUs based on the greatest Average Price Per Share achieved through the Qualifying Termination date (determined in accordance
with Exhibit B but without regard to whether the Performance Period has commenced), and any such Earned PSUs shall vest as of the date of such Qualifying Termination (without regard to the Minimum Share Price Goal). 

(d) If Participant experiences a Qualifying Termination and a Change in Control (other than a
Non-Transactional Change in Control) does not occur within three months following such Qualifying Termination, then a number of PSUs will become Earned PSUs (the “Earned Qualifying Termination
PSUs”) based on the greatest Average Price Per Share Goal achieved as of the date that is three months following the date of such Qualifying Termination (such date, the “Three-Month Anniversary”) (determined in
accordance with Exhibit B but without regard to whether the Performance Period has commenced). As of the Three-Month Anniversary, a number of the Earned Qualifying Termination PSUs, if any, shall vest in an amount equal to the lesser of
(i) such number of Earned Qualifying Termination PSUs, if any, and (ii) the number of Target PSUs. Any Earned Qualifying Termination PSUs that do not vest in accordance with the foregoing sentence shall remain outstanding and eligible to
vest on the Expiration Date, subject to the attainment of the Minimum Share Price Goal (determined in accordance with Exhibit B). If, following the application of this Section 2.3(d), any PSUs have not become Earned Qualifying
Termination PSUs on or prior to the Three-Month Anniversary, then any such PSUs automatically will be forfeited and terminated as of such Three-Month Anniversary without consideration therefor. 

  
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 (e) The treatment set forth in Sections 2.3(a)—(d) is subject to and conditioned upon
Participant’s timely execution, delivery and non-revocation of a general release of claims in a form prescribed by the Company and continued compliance with the Restrictive Covenants (as defined below).
The Company may update the Release to the extent necessary to reflect changes in law. 
 (f) If Participant experiences a termination of
Service for any reason other than due to a Qualifying Termination, all PSUs that have not become vested on or prior to the date of such termination of Service (including any Earned PSUs) automatically will be forfeited and terminated as of the
termination date without consideration therefor. 
 2.4 Forfeiture. 

(a) Any PSUs that remain outstanding and are not Earned PSUs as of the close of business on the Expiration Date automatically will be
forfeited and terminated at the close of business on the Expiration Date without consideration therefor. 
 (b) In consideration of the
grant of the PSUs hereunder, and further as a material inducement for the Company to enter into this Agreement with Participant and to grant Participant the PSUs, Participant hereby acknowledges and agrees that Participant shall continue to be bound
by the Restrictive Covenants. In addition, and without limiting anything set forth herein, the grant of the PSUs provided herein and Participant’s agreement to be bound by the Restrictive Covenants are intended to be mutually dependent
promises, and in the event Participant breaches or threatens to breach the Restrictive Covenants, then to the greatest extent permitted by Applicable Law (and except as otherwise determined by the Administrator): (i) PSUs that have not yet been
settled (whether vested or unvested) automatically will be forfeited and terminated as of such breach without consideration therefor; (ii) any Shares issued upon settlement of the PSUs during the time period that is twelve (12) months
prior to and twelve (12) months following Participant’s termination of Service that have not yet been sold by Participant shall be forfeited back to the Company for no consideration; and (iii) if Participant received any Shares upon
settlement of the PSUs during the time period that is twelve (12) months prior to and twelve (12) months following Participant’s termination of Service and subsequently sold the received Share(s), any gain represented by the Fair
Market Value of the Shares issued upon settlement of the PSUs on the settlement date multiplied by the number of Shares issued to Participant upon settlement of the PSUs shall be paid by Participant to the Company, in cash, without regard to any
market price decrease or increase subsequent to the settlement of the PSUs. 
 (c) For purposes of this Agreement: 

(i) “Confidentiality Agreement” means that certain Confidential Information, Assignment of Inventions
and Noncompetition Agreement by and between Participant and the Company and/or its Subsidiaries. 
 (ii)
“Restrictive Covenants” means the restrictions set forth in the Confidentiality Agreement, as well as any other restrictive covenants to which Participant is bound pursuant to any written agreement with the Company or any of
its Subsidiaries (including, if Participant is a party to an employment agreement with the Company or any of its Subsidiaries, the restrictions set forth in such employment agreement (if any)). 

(d) Dividend Equivalents (including any Dividend Equivalent Account balance) automatically will be forfeited and terminated upon the
forfeiture of the PSUs with respect to which the Dividend Equivalent (including the Dividend Equivalent Account) relates. 

  
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 2.5 Settlement. 

(a) The PSUs will be paid in Shares, and Dividend Equivalents (including any Dividend Equivalent Account balance) will be paid in cash or
Shares, as soon as practicable and in any event no later than March 15 of the year following the year in which the vesting date of the applicable PSU occurs (or, if earlier, the year in which the “substantial risk of forfeiture”
(within the meaning of Section 409A) of the applicable PSU lapses), as determined pursuant to Section 2.2, Sections 2.3(a)-(d) or Exhibit B. 

(b) Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate
Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii));
provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A. For the avoidance of doubt, any Dividend Equivalents granted in connection with the PSUs issued hereunder, and any
amounts that may become distributable in respect thereof, shall be treated separately from such PSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A. 

(c) If a Dividend Equivalent is paid in Shares, the number of Shares paid with respect to the Dividend Equivalent will equal the quotient,
rounded down to the nearest whole Share, of the Dividend Equivalent Account balance divided by the Fair Market Value of a Share on the day immediately preceding the payment date. 

ARTICLE III. 
 TAXATION
AND TAX WITHHOLDING 
 3.1 Representation. Participant represents to the Company that Participant has reviewed with
Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the
Company or any of its agents. 
 3.2 Tax Withholding. 

(a) Subject to Section 3.2(b), payment of the withholding tax obligations with respect to the Award may be by any of the following, or a
combination thereof, as determined by [the Company in its sole discretion / Participant or the Administrator]1: 

(i) Cash or check; 

(ii) In whole or in part by delivery of Shares, including Shares delivered by attestation and Shares retained from the Award
creating the tax obligation, valued at their Fair Market Value on the date of delivery; or 
 (iii) Subject to
Section 9.10 of the Plan, [delivery (including electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company
sufficient funds to satisfy the applicable tax withholding obligations] / [delivery (including electronically or 
  

	1 	 Note to Draft: Include “the Participant or the Administrator” for Section 16 individuals.
Include “the Company in its sole discretion” for non-Section 16 individuals. 



  
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telephonically to the extent permitted by the Company) by Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company that Participant
has placed a market sell order with such broker with respect to Shares then-issuable upon settlement of the Award, and that the broker has been directed to deliver promptly to the Company funds sufficient to satisfy the applicable tax withholding
obligations; provided, that payment of such proceeds is then made to the Company at such time as may be required by the Administrator].2 

(b) Unless [the Company / the Administrator] otherwise determines, the Company shall withhold, or cause to be withheld, Shares otherwise
vesting or issuable under this Award in satisfaction of any applicable withholding tax obligations. The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a fair market value on the date of
withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes
that are applicable to such taxable income. 
 (c) Subject to Section 9.5 of the Plan, the applicable tax withholding obligation will
be determined based on Participant’s Applicable Withholding Rate. Participant’s “Applicable Withholding Rate” shall mean (i) if Participant is subject to Section 16 of the Exchange Act, the greater of
(A) the minimum applicable statutory tax withholding rate or (B) with Participant’s consent, the maximum individual tax withholding rate permitted under the rules of the applicable taxing authority for tax withholding attributable to
the underlying transaction; or (ii) if Participant is not subject to Section 16 of the Exchange Act, the minimum applicable statutory tax withholding rate or such other higher rate approved by the Company; provided, however,
that (x) in no event shall Participant’s Applicable Withholding Rate exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the
liability classification of the applicable award under generally accepted accounting principles in the United States of America); and (y) the number of Shares tendered or withheld, if applicable, shall be rounded up to the nearest whole Share
sufficient to cover the applicable tax withholding obligation, to the extent rounding up to the nearest whole Share does not result in the liability classification of the PSUs under generally accepted accounting principles. 

(d) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs and Dividend
Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the PSUs or Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation
or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the PSUs or the Dividend Equivalents or the subsequent sale of Shares. The Company and its Subsidiaries do not commit and are under
no obligation to structure the PSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability. 
 ARTICLE IV.

 OTHER PROVISIONS 

4.1 Adjustments. Participant acknowledges that the PSUs, the Shares subject to the PSUs, the Dividend Equivalents and the Average Price
Per Share Goals are subject to adjustment, modification and/or termination in certain events as provided in this Agreement and the Plan. For purposes of clarity, in connection with an Equity Restructuring, the Average Price Per Share Goals shall be
subject to Section 8.1 of the Plan. 
  

	2 	 Note to Draft: Use second bracketed language for Section 16 individuals. 



  
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 4.2 Clawback. Notwithstanding Section 10.13 of the Plan, the Award and the
Shares issuable hereunder shall be subject to any Company clawback or recoupment policy in effect on the Grant Date or as may be adopted or maintained by the Company following the Grant Date, including the Dodd-Frank Wall Street Reform and Consumer
Protection Act and any rules or regulations promulgated thereunder. [The Company and Participant acknowledge that neither this Section 4.2 nor Section 10.13 of the Plan are intended to limit any clawback and/or disgorgement of the Award
and/or the Shares issuable hereunder pursuant to Section 304 of the Sarbanes-Oxley Act of 2002.]3 

4.3 Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in
care of the Company’s Chief Legal Officer at the Company’s principal office or the Chief Legal Officer’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be
in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given
pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested)
and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission
confirmation. 
 4.4 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or
construction of this Agreement. 
 4.5 Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and
this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws. 

4.6 Successors and Assigns. The Company may assign any of its rights under this Agreement to a single or multiple assignees, and this
Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto. 
 4.7 Limitations Applicable to Section 16
Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the PSUs and Dividend Equivalents will be subject to any
additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive
rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule. 

4.8 Entire Agreement; Amendment. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the
entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. To the extent permitted by the Plan, this Agreement may be wholly or
partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that except as may otherwise be provided by the Plan, no amendment, modification,
suspension or termination of this Agreement shall materially and adversely affect the PSUs or Dividend Equivalents without the prior written consent of Participant. 

 

	3 	 Note to Draft: Include bracketed language for CFO.




  
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 4.9 Agreement Severable. In the event that any provision of the Grant Notice or this
Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement. 

4.10 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided.
This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have
only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a
general unsecured creditor with respect to the PSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement. 

4.11 Not a Contract of Service. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue
in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at
any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant. 

4.12 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject
to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument. 

* * * * * 

  
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 Exhibit B 

EARNED PSUS; VESTING SCHEDULE 

Earned PSUs 
 Except as otherwise
provided in Sections 2.2(a) and 2.3 of the Agreement, the PSUs will become “Earned PSUs” with respect to a percentage of Target PSUs based on the greatest Average Price Per Share achieved during the Performance Period, as set
forth in the table below. 
  

			
	 “Average Price Per Share Goals”
	  	Number of Earned PSUs*
	 ≥ $18.00
	  	200% Target PSUs
	 $15.75
	  	150% Target PSUs
	 $13.50
	  	100% Target PSUs
	 $11.25
	  	50% Target PSUs
	 < $11.25
	  	0% Target PSUs

  

	*	 If the greatest Average Price Per Share achieved during the Performance Period falls between two Average Price
Per Share Goals in the table above, then an additional number of PSUs shall become Earned PSUs equal to a number of PSUs determined using straight line interpolation between the Average Price Per Share Goals between which such price falls (in
accordance with the table above). 


 For the avoidance of doubt, each Average Price Per Share Goal may be achieved only
once during the Performance Period and more than one Average Price Per Share Goal may be achieved on a particular date. For example, if the first Average Price Per Share Goal of $13.50 per Share is satisfied on June 15, 2023, and the Average
Price Per Share thereafter drops below such level and again reaches $13.50 per Share during the 60 consecutive calendar day period ending December 30, 2023, no additional PSUs shall become Earned PSUS as a result of reaching the same Average
Price Per Share Goal for a second time. 
 Vesting of Earned PSUs 

Except as otherwise provided in Sections 2.2 through 2.4 of the Agreement, with respect to any PSUs that become Earned PSUs, such Earned PSUs
shall vest in full on the Expiration Date, subject to Participant’s continued Service through the Expiration Date; provided, however, that, if the Average Price Per Share as of the Expiration Date is less than $10.00 per Share
(the “Minimum Share Price Goal”), then, in no event shall more than 100% of the Target PSUs vest, and the number of any remaining Earned PSUs (i.e., greater than 100% of Target PSUs) automatically will be forfeited and
terminated as of the Expiration Date without consideration therefor. 
 In no event shall more than [______]4 PSUs vest pursuant to this Award. 
  

	4 	 Note to Draft: Will refer to 200% of the total number of PSUs granted hereunder. 



  
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 Certification 

The greatest Average Price Per Share achieved during the Performance Period (or, for purposes of Sections 2.2(a) and 2.3(c) and (d) of the
Agreement, in connection with a Change in Control or a Qualifying Termination, as applicable) shall be subject to certification by the Administrator. 

Definitions 
 “Average
Price Per Share” means the average Fair Market Value per Share measured over any 60 consecutive calendar-day period during the Performance Period; provided, however, that for
purposes of determining the Average Price Per Share in connection with a Change in Control (other than a Non-Transactional Change in Control), the “Average Price Per Share” shall be equal to the CIC
Price and shall be measured without regard to the such 60 consecutive calendar day period. 
 “CIC Price” means,
with respect to a Change in Control, the price per Share (or, in connection with a sale or other disposition of all or substantially all of the Company’s assets, the implied price per Share) paid by an acquiror in connection with such Change in
Control or, to the extent that the consideration in the Change in Control transaction is paid in stock of the acquiror or its affiliate, then, unless otherwise determined by the Administrator, the CIC Price shall mean the value of the consideration
paid per Share based on the average of the closing trading prices of a share of such acquiror stock on the principal exchange on which such shares are then traded for each trading day during the five consecutive trading days ending on and including
the date on which such Change in Control occurs. In the event the consideration in the Change in Control takes any other form, the value of such consideration shall be determined by the Administrator in its good faith reasonable discretion in a
manner intended to not diminish the value of the Award to Participant. 
 “Performance Period” means the period
beginning on (and including) the 60th day prior to the first anniversary of the Grant Date and ending on (and including) the Expiration Date. 

  
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