PHIBRO ANIMAL HEALTH CORPORATION
2008 INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS AGREEMENT (this “Agreement”), made as of this 1st day of July 2026 (the “Grant Date”), by and between Phibro Animal Health Corporation, a Delaware corporation (the “Company”), and Daniel M. Bendheim (the “Executive”), sets forth the terms and conditions of an Award granted to the Executive under the Phibro Animal Health Corporation 2008 Incentive Plan (the “Plan”).
W I T N E S S E T H:
Pursuant to the Plan, the Company desires to grant to the Executive, and the Executive desires to accept, the Restricted Stock Units (the “RSUs”), upon the terms and conditions set forth in this Agreement and the Plan. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.
NOW, THEREFORE, the parties hereto agree as follows:
1.Grant. The Company hereby grants 300,000 RSUs to the Executive as of the Grant Date. Except as otherwise provided by the Plan, the Executive agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Executive with any protection against potential future dilution of the Executive’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.
2.Vesting.
(a)All of the RSUs shall be unvested at issuance and, unless otherwise vested at an earlier date or event provided for by the Board, shall vest subject to performance vesting pursuant to Section 2(b) below. All RSUs will also be subject to Section 2(c) and 2(d) below.
(b)Performance Vesting. The RSUs shall performance vest based upon achievement of the arithmetic average of the Company’s closing stock price per share for each trading day in the ninety (90) calendar day period (the “90-Day Average”) ending on June 30, 2031, as set forth below, provided that the Executive has not been terminated for any reason prior to June 30, 2031. To the extent that the 90-Day Average is above $70 and between two vesting increments, the vested percentage shall be calculated on a pro-rata basis with straight line interpolation between the two applicable vesting increments (rounded to the nearest one hundredth of a percent). For the avoidance of doubt, no RSUs will vest if the 90-Day Average is below $70, and the maximum vesting percentage for the RSUs shall be 100%.
90-Day Average | Vested Percentage of the RSUs (300,000) (“vesting increments”) |
Below $70 | 0% |
$70 | 25.00% |
$80 | 50.00% |
$90 | 75.00% |
$100 | 100.00% |
Notwithstanding the foregoing, and subject to Section 2(c), if the Executive’s employment is terminated by the Company without Cause (a “Qualifying Termination”), subject to the Executive’s execution and non-revocation of a general release of claims in favor of the Company within sixty (60) days of such termination of employment (the “Release Requirement”) and Executive’s continued compliance with all applicable restrictive covenants, the RSUs will vest based upon the 90-Day Average ending on any day elected by the Executive during the period beginning on the date of the Qualifying Termination and ending on the first to occur among (i) June 30, 2031, (ii) the first anniversary of the Qualifying Termination, and (iii) March 15 of the year following the year in which the Qualifying Termination occurs (such first date, the “Election Termination Date”). The Executive must elect the ending date for the 90-Day Average on written notice to the Company concurrent with (at any time prior to midnight Eastern Time), or in advance of, such ending date for the 90-Day Average that is elected by the Executive. For purposes of this Agreement, “Cause” shall have the meaning assigned to such term in the Executive’s employment agreement with the Company, dated July 1, 2026.
(c)Change in Control. The RSUs granted pursuant to this Agreement shall continue to vest in the ordinary course upon and following a Change in Control, provided that all unvested RSUs shall immediately vest in the event of (x) a Take Private Transaction or (y) a Qualifying Termination that occurs during the twelve (12)-month period following such Change in Control. For purposes herein, a “Take Private Transaction” shall mean a Change in Control, following which 100% of the Company’s shares of Stock cease to be traded on a nationally recognized stock exchange and the Company is no longer listed on any such exchange.
(d)Forfeiture. Subject to the Board’s discretion to accelerate vesting hereunder, all unvested RSUs shall be immediately forfeited upon the first to occur among (x) Executive’s termination of employment for any reason other than a Qualifying Termination, (y) June 30, 2031 and (z) the Election Termination Date.
(e)Defined Terms.
(i)“Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.