Award. Employee is awarded under this Agreement the number of Restricted Stock Units (“RSUs”) valued at $1,800,000.00 at the closing price of ​ common stock (“Common Stock”) on the New York Stock Exchange on the Effective Date. Employee shall become vested in the RSUs on the applicable Vesting Dates set forth below, subject to Employee’s continuous employment through the applicable Vesting Date, as defined in Paragraph 2(c). Any RSUs that do not vest will be forfeited.

Equity Awards. Promptly following the Effective Date, the Company shall grant you restricted stock units (“RSUs”) with respect to Company common stock with a value of $325,000 as of the grant date (determined by dividing $325,000 by the closing price per share of Company common stock on the date of grant). The RSUs shall vest fully upon one year of service, subject to your continued employment or continued service on the Board through the vesting date. The RSUs shall be subject to the terms of the Company’s 2019 Stock Incentive Plan (the “Plan”) and the standard form of RSU agreement thereunder. The foregoing grant shall be in lieu of any equity awards granted to outside directors during the Employment Period pursuant to the Company’s outside director compensation program, as may be amended and/or restated from time to time. In addition, any RSUs or performance-based RSUs that you currently hold will continue to vest in accordance with their terms, subject to your continued service on the Board.

This letter is also to confirm our understanding, notwithstanding any provision in your Employment Agreement, that you shall receive a one-time special equity award in the form of Restricted Share Units (RSUs) of [[Organization A:Organization]] Class B common stock with a grant date value of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). Such award shall be granted on the tenth (10th) business day immediately following the Effective Date and the number of RSUs granted shall equal the grant date value of $1,750,000 divided by the closing price of the [[Organization A:Organization]] Class B common stock on the date of grant rounded down to the nearest whole number. The RSUs granted shall vest 25% annually on the 1st, 2nd, 3rd and 4th anniversaries of the grant date subject to the Terms & Conditions of the award. In the event that you are terminated without Cause or resign for Good Reason in accordance with paragraph 11 of the Employment Agreement, this one-time special equity award shall continue to vest at the same time as if you remained actively employed with the Company.

In connection with the commencement of your employment, ​ will recommend to the Board of Directors that they grant you restricted stock units (“RSUs”). The RSUs will have a grant date fair value of approximately $5,000,000 (the "Grant Value"). The actual number of RSU’s granted will typically be determined by using the 10 day average closing price preceding the board approval of the grant. The RSUs will be governed by the terms of ​'s 2021 Omnibus Incentive Plan and your RSU Agreement with ​ and shall vest over a four year period as follows: 25% after one year and then quarterly thereafter. The vesting commencement date will begin on the first quarterly vesting date (March 1st, June 1st, September 1st, December 1st) following board approval.

On the Date of Hire, the Company will issue Employee restricted stock units (“Base RSUs”) for 118,000 shares of the Company’s Common Stock pursuant to the Restricted Stock Unit Agreement attached as [Exhibit E] to this Agreement (the “Base RSU Agreement”).

Award. The Company hereby grants to Participant an award of ​ restricted stock units (“RSUs”), each RSU representing the right to receive one share of common stock of the Company, par value $.01 per share (the “Common Stock”), according to the terms and conditions set forth herein and in ​ 2023 Stock and Incentive Plan (the “Plan”). The RSUs are granted under [Sections 6(c) and (f)] of the Plan. A copy of the Plan will be furnished upon request of Participant.