–Threshold – is the minimum level of performance for which an award is paid. If performance is below threshold, the score for the goal is zero. Performance at threshold results in a payment equal to 50% of the targeted incentive opportunity

The performance against the 2022 MIP goals was as follows: Free Cash Flow was below threshold, Absolute Revenue (unadjusted for currency) was between target and maximum, Adjusted Operating Margin was between threshold and target, and ESG was above target.

Each Participant shall have threshold, target, and maximum incentive compensation amounts that correspond to threshold, target and maximum Final Performance Scores. For each Participant, the target award amount shall be expressed as a fixed number or a percentage of his or her base salary as of April 1, 2016, as established by the Compensation Committee, and shall represent the amount of incentive compensation that the Participant will earn if his or her actual Final Performance Score is equal to that which would result from 100% achievement of all Participant Goals.

“Below Threshold Asset Sale Proceeds” means the cash proceeds of Asset Sales involving aggregate consideration of $15.0 million or less.

provide for further variable payout amounts based on performance above or below the performance threshold corresponding to the nominal payout amount.

“FILO Applicable Margin EBITDA Threshold” means, for the applicable Test Period in the table below, the amount of Consolidated EBITDA corresponding to such Test Period in such table:

If Life Sales or Annuity Sales, as applicable, for a segment is below the threshold amount for that segment, no bonus percentage will be earned for that segment.

“Sustainability Metric Election Threshold” means, with respect to any fiscal year of the Borrowers listed in the first column of the table set forth below, the percentage change from the Sustainability Metric Baseline specified opposite such fiscal year in the table below:

Adjustments Based on EPS Goals. The Target Amount of units will initially be adjusted based upon performance against the average of the yearly EPS goals, as certified by the Committee (the “Adjusted EPS Units”). Fiscal year 2022 and fiscal year 2023 EPS goals will result in the following adjustment: 0% if performance is below the threshold level, 50% if performance is at the threshold level, 100% if performance is at target level, 200% if performance is above target, and 300% if performance is at or above the maximum level. Fiscal year 2024 EPS goals will result in the following adjustment: 0% if performance is below the threshold level, 25% if performance is at the threshold level, 50% if performance is at the below target level, 100% if performance is at the target level, 200% if performance is at the above target level, and 300% if performance is at or above the maximum level. For performance that falls among any of the attainment levels between the threshold level and the maximum level, a proportionate percentage will be applied based on straight-line interpolation between the attainment levels. At the end of the Performance Period each individual year’s EPS performance will be added together and then divided by three to determine the average EPS performance for the Performance Period, which will then be applied to the Target Amount of units to determine the EPS payout.

The threshold and maximum payment levels will be established each year by the Committee and shown on [Appendix B] of the Plan. The threshold and maximum shall apply individually to each metric. If the performance of an individual metric falls below the threshold, no bonus will be payable for that individual metric. Each metric will be individually compared to the target and if the performance is above target, the bonus will be calculated for each individual metric based on the assigned weighted percent of the total Bonus target. Fifty percent of the Bonus target will be payable at the threshold and 150% of the Bonus target will be payable at the maximum payment level for each individual metric. Payment for performance between threshold and maximum will be calculated with straight-line interpolation between such percentages for performance that is in between threshold and maximum. The Bonus paid to any Participant with respect to any Plan Year shall not exceed 150% of the Participant’s Bonus target (excluding any applicable Enhanced Bonus provided in [Appendix C]) with respect to the Plan Year.