provided below and returning a signed copy of
this Award Agreement to the Company. IF A FULLY EXECUTED COPY OF THIS AWARD
AGREEMENT HAS NOT BEEN RECEIVED BY THE COMPANY BY NOVEMBER 30, 2015, THE AWARD
UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.
BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED A COPY OF THE
PLAN AND ARE FAMILIAR WITH THE TERMS AND PROVISIONS THEREOF, INCLUDING THE TERMS
AND PROVISIONS OF THIS AWARD AGREEMENT. YOU HAVE REVIEWED THE PLAN AND THIS
AWARD AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE
OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY UNDERSTAND ALL
PROVISIONS OF THIS AWARD AGREEMENT. FINALLY, YOU HEREBY AGREE TO ACCEPT AS
BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE
ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.
The undersigned hereby accepts, and agrees to, all terms and provisions of this
Award Agreement and the Plan as they pertain hereto.
GRANTEE
____________________________________
[___________________]
Exhibit 10.1
Exhibit A
Threshold Fiscal 2020 EBITDA
$198.9 million
Target Fiscal 2020 EBITDA
$221.0 million
Maximum Fiscal 2020 EBITDA
$243.1 million
Exhibit 10.1
Exhibit B
If Fiscal 2020 EBITDA achieved is less than Threshold 2020 EBITDA, then no
Target Shares will vest. If Fiscal 2020 EBITDA achieved equals or exceeds
Threshold Fiscal 2020 EBITDA, then the following formula will be used to
calculate the percentage of the Target Shares that will vest (subject to a
maximum of 100%):
(i) 50%, plus (ii) 50% multiplied by a fraction equal to (Fiscal 2020 EBITDA
achieved less Threshold Fiscal 2020 EBITDA) divided by (Target Fiscal 2020
EBITDA less Threshold Fiscal 2020 EBITDA)
Exhibit 10.1
Exhibit C
The following formula will be used to calculate the percentage of the Maximum
Additional Shares that will vest (subject to a maximum of 100%):
Vesting Percentage = (Fiscal 2020 EBITDA achieved less Target Fiscal 2020
EBITDA) divided by (Maximum Fiscal 2020 EBITDA less Target Fiscal 2020 EBITDA)