Share. A share of common stock of the Company.

Adjustments and Corporate Reorganizations. If the outstanding Interests subject to this Option Agreement are increased or decreased, or are changed into or exchanged for a different number or kind of interests or securities or other forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalization, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the exercise price and number of Interests.

If there are any changes in the number or value of shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers, consolidations, or other events that increases or decreases the number or value of issued and outstanding shares of Common Stock, then proportionate adjustments shall be made to the number of shares of Common Stock # available for issuance under the Plan pursuant to Section 5 above, # covered by an unvested grant of Restricted Stock, and # credited to each Stock Unit Account in order to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of a fractional share of Common Stock under the Plan.

If, at any time, the Corporation shall take any action, whether by stock dividend, stock split, combination of shares or otherwise, which results in a proportionate increase or decrease in the number of shares of common stock theretofore issued and outstanding, the number of shares which are reserved for issuance under the Plan shall, to the extent deemed appropriate by the committee, be increased or decreased in the same proportion, provided, however, that the Corporation shall not be obligated to issue fractional shares.

“Total shareholder return” or “TSR” shall equal the quotient of ((X – Y) + Z) / Y, where X equals the average closing price of a share of stock during December 2025, including any dividends paid on a share of stock in the underlying entity reinvested on the ex-dividend date, Y equals the average closing price of a share of stock during December 2023, including any dividends paid on a share of stock in the underlying entity reinvested on the ex-dividend date, and Z equals the total value of dividends paid on a share of stock during the period from the start of the beginning average period through the end of the Performance Period as if reinvested on the ex-dividend date, subject to adjustments for stock splits and other similar events.

Dividends and Splits. As a condition to the grant of a Restricted Stock Award, the Committee may require or permit a Participant to elect that any cash dividends paid on a Share of Restricted Stock be automatically reinvested in additional Shares of Restricted Stock or applied to the purchase of additional Awards under the Plan, in each case in a manner that does not violate the requirements of Section 409A of the Code. Unless otherwise determined by the Committee, Shares distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Shares or other property have been distributed. Except as otherwise provided in any Award Agreement, # dividends or other distributions payable with respect to a Restricted Stock Award shall be paid on the date or dates the Shares subject to the Restricted Stock Award to which such dividends or other distributions relate, become vested and transferable, with such dividends or other distributions to be accumulated, without interest, by the Company (the “Accumulated Dividends”), # all Accumulated Dividends payable with respect to a Restricted Stock Award shall be paid in cash, and # any Accumulated Dividends with respect to a Restricted Stock Award shall be forfeited and all rights of the Participant to such Accumulated Dividends shall terminate, without further obligation on the part of the Company, unless the Shares subject to the Restricted Stock Award to which such Accumulated Dividends relate become vested pursuant to the terms of the Restricted Stock Award and this Plan. Notwithstanding the provisions of this Section 6(d)(iv), cash dividends, stock and any other property (other than cash) distributed as a dividend or otherwise with respect to any Restricted Stock Award that vests based on achievement of performance goals shall either # not be paid or credited or # be accumulated, shall be subject to restrictions and risk of forfeiture to the same extent as the Restricted Stock with respect to which such cash, stock or other property has been distributed and shall be paid at the time such restrictions and risk of forfeiture lapse.

Splits and Combinations. If the Company combines its outstanding equity securities into a smaller number of equity securities, the Conversion Price in effect immediately before the combination will be proportionately increased, as of the effective date of the combination, as follows: # the number of equity securities issuable to the Holder hereunder immediately before the effective date of the combination will be adjusted so that the Holder, if converted on or after that date, will receive the number of equity securities that the Holder would have owned and been entitled to receive as a result of the combination had the Note been converted immediately before that date; and # the Conversion Price in effect immediately before such adjustment will be adjusted by multiplying the Conversion Price by a fraction, the numerator of which is the aggregate number of equity securities issuable to the Holder upon conversion of this Note immediately before such adjustment, and the denominator of which is the aggregate number of equity securities issuable to the Holder upon conversion of this Note immediately thereafter. If the Company subdivides its outstanding equity securities, the number of equity securities issuable upon conversion hereunder will be proportionally increased and the Conversion Price in effect before the subdivision will be proportionately decreased, as of the effective date of the subdivision, as follows: # the number of equity securities issuable to the Holder upon the conversion of this Note immediately before the effective date of the subdivision will be adjusted so that the Holder, if converted on or after that date, will receive the number of equity securities that the Holder would have owned and been entitled to receive as a result of the subdivision had the Note been converted immediately before that date; and # the Conversion Price in effect immediately before the adjustment will be adjusted by multiplying the Conversion Price by a fraction, the numerator of which is the aggregate number of equity securities issuable to the Holder upon conversion of this Note immediately before such adjustment, and the denominator of which is the aggregate number of equity securities issuable to the Holder upon conversion of this Note immediately thereafter.

Equity Grants. Upon your Start Date, the Company shall grant to you a stock option (the “Option”) under the Company’s 2019 Equity Incentive Plan, as it may be amended from time to time (the “Plan”), to purchase 300,000 shares (subject to any adjustments for any stock splits, stock dividends, reverse stock splits or recapitalizations that are effected at any time during the period commencing after the date of this letter and ending on the grant date of the Option, the “Option Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at an exercise price equal to fair market value of the Common Stock, as determined by the Board of Directors of the Company, on the date of the grant of the Option (the “Grant Date”).

Adjustments. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of the Company affecting the Subject Shares, the terms of this Agreement shall apply to the resulting securities.

Adjustments. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Stock (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make appropriate and equitable adjustments in: