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Exhibit 10.21

EQUIPMENTSHARE.COM INC

2025 OMNIBUS INCENTIVE PLAN

PERFORMANCE UNIT AGREEMENT

Unless otherwise defined herein, the terms defined in the EquipmentShare.com Inc 2025

Omnibus Incentive Plan (the “Plan”) will have the same defined meanings in this Performance Unit

Agreement, which includes the Notice of Performance Unit Grant (the “Notice of Grant”), the Terms

and Conditions of Performance Unit Grant, attached hereto as Exhibit A, the Vesting Conditions,

attached hereto as Exhibit B, and all other exhibits and appendices hereto (all together, the “Award

Agreement”).

NOTICE OF PERFORMANCE UNIT GRANT

Participant:  [Jabbok]/[Willy] Schlacks (“Participant”)

EquipmentShare.com Inc (the “Company”) has granted Participant the right to receive an

Award of Performance Units, subject to the terms and conditions of the Plan and this Award

Agreement, as follows:

Grant Number:	18,321,644
Grant Date:	January 26, 2026
Number of Performance Units:	18,321,644
Vesting Conditions:	Except as otherwise provided in the Plan or this Award Agreement, the Performance Units will vest and become payable in accordance with, and subject to the terms of Exhibit A and Exhibit B attached hereto.

If Participant does not wish to accept this Award Agreement and the Performance

Units granted hereunder, Participant must inform the Company in writing (by writing to [·])

within forty-five (45) days after the Grant Date, in which case the Company will cancel this

Award and the Performance Units granted hereunder will be immediately forfeited and

canceled in their entirety without any payment or consideration being due from the Company.

If, during such period, Participant does not inform the Company in writing of his or her

refusal to accept this Award of Performance Units, then Participant will be deemed to have

accepted this Award of Performance Units and, by accepting, to:

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•agree that this Award of Performance Units is granted under and governed by

the terms and conditions of the Plan and this Award Agreement, including the

Terms and Conditions of Performance Unit Grant, attached hereto as Exhibit A,

and the Vesting Conditions, attached hereto as Exhibit B, all of which are made

a part of this document; 

•acknowledge receipt of a copy of the Plan;

•acknowledge that Participant has reviewed the Plan and this Award Agreement

in their entirety, has had an opportunity to obtain the advice of counsel prior to

executing this Award Agreement, and fully understands all provisions of the

Plan and this Award Agreement;

•agree to accept as binding, conclusive, and final all decisions or interpretations

of the Administrator upon any questions relating to the Plan and the Award

Agreement; and 

•agree to notify the Company upon any change in his or her residence address. 

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EXHIBIT A

TERMS AND CONDITIONS OF PERFORMANCE UNIT GRANT

1.Grant of Performance Units.  The Company hereby grants to the individual (the

“Participant”) named in the Notice of Performance Unit Grant of this Award Agreement (the “Notice

of Grant”) under the Plan an Award of Performance Units, subject to all of the terms and conditions

in this Award Agreement (including Exhibit B) and the Plan, which is incorporated herein by

reference.  In the event of a conflict between the terms and conditions of the Plan and the terms and

conditions of this Award Agreement, the terms and conditions of the Plan shall prevail.

2.Company’s Obligation to Deliver and Settle.  Each Performance Unit represents the

right to receive one share of the Company’s Class B common stock (a “Share”), subject to the terms

of this Award Agreement (including Exhibit B).  Unless and until the Performance Units will have

vested in the manner set forth in Exhibit B, Participant will have no right to settlement of any such

Performance Units.  Prior to actual settlement of any Vested Performance Units (as defined in

Exhibit B), such Performance Units will represent an unsecured obligation of the Company, payable

(if at all) only from the general assets of the Company.

3.Vesting. The Performance Units awarded  by this Award Agreement will be earned

and will vest in accordance with, and subject to the terms of, Exhibit B.

4.Settlement after Vesting. Subject to Section 6, any Vested Performance Units will be

settled to Participant (or in the event of Participant’s death, to his properly designated beneficiary or

estate) in whole Shares.  Such Vested Performance Units shall be settled in whole Shares as soon as

practicable after the applicable Vesting Date (as defined in Exhibit B), but in each such case within

sixty (60) days following the applicable Vesting Date, and in no event later than the date that is two

and one-half months following the end of the fiscal year of the Company in which the Performance

Units cease to be subject to a substantial risk of forfeiture within the meaning of Section 409A of the

Code.  In no event will Participant be permitted, directly or indirectly, to specify the taxable year of

payment of any Vested Performance Units payable under this Award Agreement.

5.Death of Participant.  Any distribution or delivery to be made to Participant under this

Award Agreement will, if Participant is then deceased, be made to Participant’s designated

beneficiary (to the extent such designation is permitted by the Company and the Company has

determined it to be valid under applicable law), or if no beneficiary has been validly designated or no

beneficiary survives Participant, the administrator or executor of Participant’s estate.  Any such

transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b)

evidence satisfactory to the Company to establish the validity of the transfer and compliance with

any laws or regulations pertaining to said transfer.

6.Tax Obligations.

(a)Responsibility for Taxes.  Participant acknowledges that, regardless of any

action taken by the Company or, if different, Participant’s employer (the “Employer”) or parent or

Subsidiary to which Participant is providing services (together, the Company, Employer and/or

parent or Subsidiary to which Participant is providing services, the “Service Recipient”), the ultimate

liability for any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or

other tax-related items related to Participant’s participation in the Plan and legally applicable to

Participant (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may

exceed the amount, if any, actually withheld by the Company or the Service Recipient.  Further, if

Participant is subject to Tax Obligations in more than one jurisdiction, Participant acknowledges that

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the Company and/or the Service Recipient (or former employer, as applicable) may be required to

withhold or account for Tax Obligations in more than one jurisdiction.  If Participant fails to make

satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of

the applicable taxable event, Participant acknowledges and agrees that the Company may refuse to

issue or deliver the Shares or proceeds from the sale of Shares.

(b)Tax Withholding and Default Sell-to-Cover Method of Tax Withholding. 

Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make

adequate arrangements satisfactory to the Company and/or the Service Recipient to satisfy all Tax

Obligations. Subject to Section 6(c), the Tax Obligations which the Company determines must be

withheld with respect to this Award (“Tax Withholding Obligation”) will be satisfied with

consideration received under a formal, broker-assisted cashless program adopted by the Company in

connection with the Plan pursuant to this authorization (the “Sell-to-Cover Method”).  In addition to

Shares sold to satisfy the Tax Withholding Obligation, additional Shares may be sold to satisfy any

associated broker or other fees.  Only whole Shares will be sold through the Sell-to-Cover Method to

satisfy any Tax Withholding Obligation and any associated broker or other fees.  Any proceeds from

the sale of Shares in excess of the Tax Withholding Obligation and any associated broker or other

fees generated through the Sell-to-Cover Method will be paid to Participant in accordance with

procedures the Company may specify from time to time.  By accepting this Award, Participant

expressly consents to the sale of Shares to cover the Tax Withholding Obligation (and any

associated broker or other fees) through the Sell-to-Cover Method.

(c)Administrator Discretion.  Notwithstanding the foregoing Sections 6(a) and

6(b), if the Administrator determines it is in the best interests of the Company for Participant to

satisfy Participant’s Tax Withholding Obligation by a method other than through the default Sell-to-

Cover Method described in Section 6(b), it may permit or require Participant to satisfy Participant’s

Tax Withholding Obligation, in whole or in part (without limitation), if permissible by Applicable

Laws, with (i) cash in U.S. dollars, (ii) check designated in U.S. dollars, (iii) withholding from

Participant's wages or other cash compensation paid to Participant by the Company and/or the

Service Recipient, (iv) withholding in Shares otherwise issuable upon settlement of the Vested

Performance Units or (v) any other method (or combination thereof) approved in the sole discretion

of the Administrator.

Depending on the withholding method, the Company and/or the Service Recipient

may withhold or account for the Tax Withholding Obligation by considering minimum statutory

withholding rates or other withholding rates, including maximum applicable rates in Participant’s

jurisdiction, in which case Participant may receive a refund of any over-withheld amount in cash and

will have no entitlement to the equivalent in Shares.  If the Tax Withholding Obligation is satisfied

by withholding in Shares, for tax purposes, Participant will be deemed to have been issued the full

number of Shares subject to the Vested Performance Units, notwithstanding that a number of Shares

are held back solely for the purpose of satisfying the Tax Withholding Obligation.

7.Rights as Stockholder.  Neither Participant nor any person claiming under or through

Participant will have any of the rights or privileges of a stockholder of the Company in respect of

any Shares deliverable hereunder unless and until certificates representing such Shares (which may

be in book entry form) will have been issued, recorded on the records of the Company or its transfer

agents or registrars, and delivered to Participant (including through electronic delivery to a

brokerage account).  After such issuance, recordation, and delivery, Participant will have all the

rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends

and distributions on such Shares.

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8.Grant Is Not Transferable.  Except to the limited extent provided in Section 5, Section

13(d) of the Plan will govern the transferability of the Performance Units. 

9.Nature of Grant.  In accepting the grant, Participant acknowledges, understands and

agrees that:

(a)the grant of Performance Units is exceptional, voluntary and occasional and

does not create any contractual right to receive future grants of Performance Units, or benefits in lieu

of Performance Units, even if Performance Units have been granted in the past;

(b)all decisions with respect to future grants of Awards, if any, will be at the sole

discretion of the Company;

(c)Participant is voluntarily participating in the Plan;

(d)the future value of the Shares underlying the Performance Units is unknown,

indeterminable and cannot be predicted with certainty;

(e)for purposes of the Performance Units, Participant’s status as a Service

Provider will be considered terminated as of the date Participant is no longer actively providing

services to the Company or any parent or Subsidiary (regardless of the reason for such termination

and whether or not later found to be invalid or in breach of employment laws in the jurisdiction

where Participant is a Service Provider or the terms of Participant’s employment or service

agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by

reference in the Notice of Grant to other arrangements or contracts) or determined by the

Administrator; the Administrator shall have the exclusive discretion to determine when Participant is

no longer actively providing services for purposes of the Performance Units grant (including whether

Participant may still be considered to be providing services while on a leave of absence and

consistent with local law);

(f)unless otherwise agreed with the Company, the Performance Units and Shares

subject to the Performance Units, and the income from and value of same, are not granted as

consideration for, or in connection with, the service Participant may provide as a director of a

Subsidiary; and

10.Tax Consequences and Acknowledgements. 

(a)Participant has reviewed with his or her own tax advisors the federal, state,

local tax consequences of this investment and the transactions contemplated by this Award

Agreement.  With respect to such matters, Participant relies solely on such advisors and not on any

statements or representations of the Company or any of its agents, written or oral.  Participant

understands that Participant (and not the Company) shall be responsible for Participant’s own tax

liability that may arise as a result of this investment or the transactions contemplated by this Award

Agreement.

(b)Participant acknowledges that the Company and/or the Service Recipient

(i) make no representations or undertakings regarding the treatment of any Tax Obligations in

connection with any aspect of the Performance Units, including, but not limited to, the grant, vesting

or settlement of the Performance Units, the subsequent sale of Shares acquired pursuant to such

settlement and the receipt of any dividends or other distributions, and (ii) do not commit to and are

under no obligation to structure the terms of the grant or any aspect of the Performance Units to

reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result.

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11.No Advice Regarding Grant.  The Company is not providing any tax, legal or

financial advice, nor is the Company making any recommendations regarding Participant’s

participation in the Plan, or Participant’s acquisition or sale of the underlying Shares.  Participant

should consult with his or her own personal tax, legal and financial advisors regarding his or her

participation in the Plan before taking any action related to the Plan.

12.Address for Notices.  Any notice to be given to the Company under the terms of this

Award Agreement will be addressed to the Company at EquipmentShare.com Inc, 5710 Bull Run

Drive, Columbia, MO 65201 United States or at such other address as the Company may hereafter

designate in writing.

13.Language.  Participant acknowledges that he or she is sufficiently proficient in

English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow

Participant to understand the terms and conditions of the Award Agreement. If Participant has

received the Award Agreement or any other document related to the Plan translated into a language

other than English, and if the meaning of the translated version is different than the English version,

the English version will control.

14.Successors and Assigns.  The Company may assign any of its rights under this Award

Agreement to single or multiple assignees, and this Award Agreement shall be binding upon and

inure to the benefit of any assignee or successor of the Company.  Subject to the restrictions on

transfer set forth herein and in the Plan, this Award Agreement shall be binding upon Participant and

his or her heirs, executors, administrators, successors and assigns.  The rights and obligations of

Participant under this Award Agreement may only be assigned with the prior written consent of the

Company.

15.Interpretation.  The Administrator will have the power to interpret the Plan and this

Award Agreement and to adopt such rules for the administration, interpretation and application of

the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not

limited to, the determination of whether or not any Performance Units have vested).  The

Administrator’s decisions, determinations and interpretations will be final and binding on Participant

and any other holders of the Performance Units or other interested persons.  Neither the

Administrator nor any person acting on behalf of the Administrator will be personally liable for any

action, determination, or interpretation made in good faith with respect to the Plan or this Award

Agreement.

16.Captions.  Captions provided herein are for convenience only and are not to serve as a

basis for interpretation or construction of this Award Agreement.

17.Agreement Severable. In the event that any provision in this Award Agreement will

be held invalid or unenforceable, such provision will be severable from, and such invalidity or

unenforceability will not be construed to have any effect on, the remaining provisions of this Award

Agreement. 

18.Imposition of Other Requirements.  The Company reserves the right to impose other

requirements on Participant’s participation in the Plan, on the Performance Units and on any Shares

acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal

or administrative reasons, and to require Participant to sign any additional agreements or

undertakings that may be necessary to accomplish the foregoing.

19.Insider Trading Restrictions/Market Abuse Laws. Participant may be subject to

insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his

or her ability to accept, acquire, sell or otherwise dispose of Shares or rights to Shares or rights

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linked to the value of Shares during such times as Participant is considered to have “inside

information” regarding the Company (as defined by the laws or regulations in applicable

jurisdictions).  Any restrictions under these laws or regulations are separate from and in addition to

any restrictions that may be imposed under any applicable Company insider trading policy.

Participant acknowledges that it is Participant’s responsibility to comply with any applicable

restrictions and Participant should consult his or her personal legal advisor on this matter.

20.Amendment, Suspension or Termination of the Plan.  By accepting this Award,

Participant expressly warrants that he or she has received an Award of Performance Units under the

Plan, and has received, read, and understood a description of the Plan.  Participant understands that

the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at

any time.

21.Modifications to the Award Agreement.  Participant expressly warrants that he or she

is not accepting this Award Agreement in reliance on any promises, representations, or inducements

other than those contained herein.  Subject to Sections 5(c) and 14 of the Plan, modifications to this

Award Agreement or the Plan can be made only in an express written contract executed by a duly

authorized officer of the Company.  Notwithstanding anything to the contrary in the Plan or this

Award Agreement, the Company reserves the right to revise this Award Agreement as it deems

necessary or advisable, in its sole discretion and without the consent of Participant, to comply with

Section 409A of the Code or to otherwise avoid imposition of any additional tax or income

recognition under Section 409A of the Code in connection with this Award of Performance Units.

22.No Waiver.  Either party’s failure to enforce any provision or provisions of this

Award Agreement shall not in any way be construed as a waiver of any such provision or provisions,

nor prevent that party from thereafter enforcing each and every other provision of this Award

Agreement.  The rights granted to both parties herein are cumulative and shall not constitute a

waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

23.Governing Law and Venue.  This Award Agreement and the Performance Units will

be governed by the laws of the State of Texas, without giving effect to the conflict of law principles

thereof.  For purposes of litigating any dispute that arises under these Performance Units or this

Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas,

and agree that such litigation will be conducted in any United States federal court located in the State

of Texas or any other state court in the State of Texas, and no other courts. 

24.Waiver of Jury Trial.  Each of the parties hereto hereby irrevocably waives any and

all right to trial by jury in any legal proceeding arising out of or related to this Award Agreement or

the transactions contemplated hereby.

25.Adjustment. This Award shall be subject to adjustment in accordance with Section

5(c) of the Plan, the terms of which are incorporated herein by reference.

26.Entire Agreement.  The Plan is incorporated herein by reference.  The Plan and this

Award Agreement (including the appendices and exhibits referenced herein) constitute the entire

agreement of the parties with respect to the subject matter hereof and supersede in their entirety all

prior undertakings and agreements of the Company and Participant with respect to the subject matter

hereof, and may not be modified adversely to Participant’s interest except by means of a writing

signed by the Company and Participant.

EXHIBIT B

VESTING CONDITIONS

1.General.

(a)The Performance Units shall consist of five tranches, each of which shall represent a

percentage of the total Number of Performance Units granted to the Participant pursuant to the

Notice of Grant to which this Exhibit B is attached (each, a “Tranche”), as specified below.

(b)Subject to the terms of the Plan and the Award Agreement (including this Exhibit B),

each Tranche will be earned and will vest only upon the satisfaction of both (i) the applicable

service-based vesting condition set forth in Section 2 of this Exhibit B (the “Service Condition”) and

(ii) the performance-based vesting condition set forth in Section 3 of this Exhibit B (the

“Performance Condition”).

(c)For purposes of this Award Agreement, (i) as of any relevant date of determination,

any Performance Units underlying any Tranche for  which both the applicable Service Condition and

the applicable Performance Condition have been satisfied in accordance with the terms of this

Exhibit B are referred to as “Vested Performance Units” and (ii) the date on which both the Service

Condition and the Performance Condition applicable to any Tranche of Performance Units have been

satisfied in accordance with the terms of this Exhibit B is referred to as the “Vesting Date”.

2.Service Condition.  Subject to Section 5 of this Exhibit B, the Service Condition applicable

to each Tranche will be satisfied as follows, in each case subject to Participant continuing to be a

service provider from the Grant Date through each applicable service-vesting date: 100% of the

Performance Units with respect to the applicable Tranche shall satisfy the Service Condition on the

fourth anniversary of the date on which the applicable Performance Condition for that Tranche has

been satisfied.  For example, if the Performance Condition for a Tranche is met on the third

anniversary of the Grant Date, then 100% of that Tranche will fully vest on the seventh anniversary

of the Grant Date.

3.Performance Condition.

(a)Subject to Section 4 of this Exhibit B, the Performance Condition with respect to each

Tranche will be deemed satisfied on the first date upon which the Price Hurdle applicable to such

Tranche has been met or exceeded.  For the avoidance of doubt, any Tranche of Performance Units

shall be forfeited to the extent that the Price Hurdle with respect to such Tranche has not been met or

exceeded on or before the last day of the Performance Period.

(b)For purposes of this Award Agreement, the following terms shall have the following

meanings:

(i)“Performance Period” means the period commencing on the first day following the

expiration of the lock up period set forth in the Company’s agreement with its

underwriters in connection with the Company’s initial public offering (or, solely with

respect to Tranche 1, the first day following the closing of the Company’s initial

public offering) and ending on the earliest to occur of (i) the tenth anniversary of the

Grant Date, (ii) a Change in Control or (iii) the date on which the Shares are no

longer traded on a securities exchange or market.

(ii)A “Price Hurdle” for a Tranche will be met when there has been an average closing

price per Share, as reported on the Nasdaq Global Select Market, during any sixty

(60) consecutive trading day period that starts and ends during the Performance

Period equal to or exceeding the hurdle applicable to such Tranche as set forth in the

table below (or, solely with respect to Tranche 1, when the closing price per Share as

reported on the Nasdaq Global Select Market equaled or exceeded the Price Hurdle

for such tranche during the Performance Period); provided that the Price Hurdles set

forth in the table below shall be equitably adjusted by the Administrator in order to

prevent the dilution or enlargement of benefits intended to be provided under this

Award Agreement in the event of certain changes in the Company’s corporate

structure or the occurrence of other events that affect Shares, in each case as

described in Section 5(c) of the Plan. For the avoidance of doubt, the Price Hurdle for

any Tranche must be met or exceeded during the Performance Period, and any trading

days outside of the Performance Period (including those following the end of the

Performance Period and before the start of the Performance Period) will not be taken

into account for purposes of determining whether Price Hurdle has been met for any

Tranche.  In the event the Shares are not listed on the Nasdaq Global Select Market as

of any relevant date of determination during the Performance Period, then any

reference in this Award Agreement to the Nasdaq Global Select Market will be

deemed to refer to the principal securities exchange or market on which the Shares

are traded or quoted.

Tranche	Price Hurdle (per Share)	% of Award Earned
1	$29.85	17.70%
2	$59.69	21.11%
3	$119.39	21.11%
4	$238.77	21.11%
5	$358.16	18.97%

4.Change in Control. 

(a)Notwithstanding anything to the contrary in this Award Agreement, in the event of a

Change in Control or any other corporate transaction or event that results in the Shares no longer

being traded on a securities exchange  prior to the end of the Performance Period, with respect to any

Tranche of Performance Units for which the Performance Condition has not otherwise been

previously satisfied prior to the date of such Change in Control, the Performance Condition

applicable to such Tranche shall be deemed satisfied, as of immediately prior to the consummation

of such Change in Control, to the extent that the price per Share (plus the per share value of any

other consideration) received by the Company’s stockholders pursuant to such Change in Control

(the “Transaction Price Per Share”) equals or exceeds the Price Hurdle applicable to such Tranche,

as determined by the Administrator.  Notwithstanding anything to the contrary herein, if the

Transaction Price Per Share is less than the Price Hurdle applicable to any Tranche for which the

Performance Condition has not otherwise been satisfied as of the date of such Change in Control, the

Performance Units underlying any such Tranche shall be forfeited and cancelled in their entirety

without any payment to Participant; provided that, in the event the Transaction Price Per Share falls

between any two Price Hurdles, a pro rata portion of the number of Performance Units underlying

the Tranche that is subject to the higher of such two Price Hurdles shall be deemed to have satisfied

the Performance Condition as of immediately prior to the consummation of such Change in Control,

with such pro rata number of Performance Units determined using linear interpolation.

(b)Any Performance Units that have satisfied the Performance Condition (including in

connection with the Change in Control pursuant to Section 4(a)) but have not yet become Vested

Performance Units as of the date of such Change in Control (as a result of not having satisfied the

applicable Service Condition as of such date) shall remain outstanding and eligible to become

Vested Performance Units upon Participant’s satisfaction of the applicable Service Condition in

accordance with Section 2 of this Exhibit B, subject to the terms of Section 5 of this Exhibit B,

provided that, if the Participant’s employment is terminated by the Company without Cause or the

Participant resigns for Good Reason (as defined below) within the period beginning three months

prior to and ending 12 months following the consummation of such Change in Control, any tranche

of Performance Units for which the Performance Condition has been satisfied as of the date of such

termination (or becomes satisfied in connection with the Change in Control pursuant to Section 4(a))

will immediately become Vested Performance Units. For purposes of this Agreement, “Good

Reason” means, without Participant’s consent, (i) a material diminution in Participant’s title, duties,

or responsibilities, (ii) a material reduction in Participant’s base salary or target annual bonus

opportunity (other than pursuant to an across-the-board reduction applicable to all senior executives

of the Company), (iii) the relocation of Participant’s principal place of employment more than 35

miles from its then current location or (iv) any material breach by the Company of this Agreement or

any other written agreement between the Participant and the Company; notwithstanding the

foregoing, no event shall constitute Good Reason unless (i) the Participant provides the Company

with written notice of the event or condition alleged to constitute Good Reason within 90 days after

its initial occurrence, (ii) the Company fails to cure such event or condition within 30 days after

receiving such notice, and (iii) the Participant terminates employment within 60 days after the

expiration of such cure period. .

5.Termination of Employment. Except as otherwise expressly provided in Section 4

hereof or in Section 5(a) or (b) below, in the event Participant ceases to be a service provider for any

reason (including a termination by the Company with or without Cause (as defined in the Plan) or a

resignation for any reason) at any time prior to the Vesting Date applicable to any Performance

Units, all Performance Units that have not yet fully vested (regardless of the extent to which such

Performance Units have previously satisfied the Performance Condition) will be forfeited and

cancelled in their entirety without any payment to Participant.

a.Termination by the Company without Cause or by Participant for Good Reason.

Notwithstanding any to the contrary, in the event that the Participant ceases to be a

service provider with the Company as a result of the Participant’s termination of

service by the Company without Cause or by the Participant for Good Reason:

i.Any tranche of Performance Units for which the Performance Condition has

been satisfied on or prior to the date of such termination will immediately

become Vested Performance Units, regardless of whether the Service

Condition with respect to such tranche has been satisfied; and

ii.Any tranche of Performance Units for which the Performance

Condition has not been satisfied as of the date of such termination will be

forfeited and cancelled in its entirety without any payment to Participant.

b.Termination due to death or Disability. Notwithstanding any to the contrary, in the

event that the Participant’s employment with the Company is terminated due to the

Participant’s death or Disability (as defined in the Plan):

i.Any tranche of Performance Units for which the Performance Condition has

been satisfied as of the date of such termination will immediately become

Vested Performance Units, regardless of whether the Service Condition with

respect to such tranche has been satisfied; and

ii.Any tranche of Performance Units for which the Performance

Condition has not been satisfied as of the date of such termination will be

forfeited and cancelled in its entirety without any payment to Participant,

provided, however, that if the Price Hurdle for any Tranche is achieved within

ninety (90) calendar days following the date of the Participant’s termination of

employment due to Participant’s death or Disability, the Performance

Condition for the corresponding tranche of Performance Units shall be

deemed satisfied and such Performance Units shall immediately become

Vested Performance Units as of the date such Price Hurdle is achieved.

6.Clawback. The Shares subject to the Performance Units delivered under this award

shall be subject to the Company’s policy on recovery of erroneously awarded compensation as may

be adopted in compliance with Section 10D of the Exchange Act and applicable stock exchange

rules. In addition, the Shares subject to the Performance Units delivered under this award shall be

subject to forfeiture, recovery and/or repayment to the Company, as determined by the Board in its

sole discretion, in the event that (i) the Participant engages in fraud, material misconduct, or a

violation of the Company’s code of conduct or restrictive covenants, or (ii) the Participant’s actions

or omissions result in material reputational harm to the Company.

7.Interpretation. The Administrator shall have sole and exclusive authority and

discretion to make all determinations and resolve all ambiguities, questions and disputes relating to

the satisfaction of the Performance Condition and/or Service Condition and the level of earning and

vesting of the Performance Units.