To determine the portion of the shares issuable upon exercise of this Option that vest, the cumulative ​ for each Performance Period will be compared to the goals set forth below. If the ​ falls between the threshold and target goals below or between the target and maximum goals below, then the portion of the Option that becomes vested shall be determined based on linear interpolation.

To the extent the Company’s NCGC Performance is greater than the Minimum and less than the Target Range, or greater than Target Range but less than the Maximum, the NCGC Performance Percentage payout will be interpolated between the corresponding Percentage Payout of NCGC Performance Percentage ranges set forth above.

The Performance Units that are granted hereby shall be subject to the Forfeiture Restrictions. If the Company achieves Target performance for either Stock Price Achievement or AEBITDA in any one of the 2020, 2021 or 2022 Performance Periods then the Forfeiture Restrictions on the Target Units shall lapse at the end of such year. If the Company achieves Maximum performance for either Stock Price Achievement or AEBITDA in any one of the 20202, 2021 or 2022 Performance Periods than the Forfeiture Restrictions shall lapse at the end of such year on the Maximum Units. If at the end of the Performance Award Period, the Forfeiture Restrictions have not lapsed in accordance with the foregoing, but the Company has achieved Threshold performance for either the Stock Price Achievement or Aggregate AEBITDA for the Performance Award Period (or the higher of the two if Threshold has been hit for both), then the Forfeiture Restrictions shall lapse for that number of Performance Units determined by interpolating performance between Threshold and Target for the measure, with the Forfeiture Restrictions lapsing on the Threshold Units at Threshold performance and the Forfeiture Restrictions lapsing on 100% of the Target Units at Target performance. If at the end of the Performance Award Period, the Forfeiture Restrictions have not lapsed on the Maximum Units, but the Company has achieved Target Performance for either the Stock Price Achievement in 2022 or Aggregate AEBITDA for Performance Periods 2020-2022 (or the higher of the two if Target has been hit for both), then the Forfeiture Restrictions shall lapse for that number of Performance Units determined by interpolating performance between Target and Maximum for the Measure, with the Forfeiture Restrictions lapsing on the Target Units at Target Performance and the Forfeiture Restrictions lapsing on the Maximum Units at Maximum performance.

To the extent that Revenue is achieved at a level between the Threshold Revenue and Target Revenue, the percentage of the Target Number of Restricted Stock Units that become Eligible Units will be determined by applying linear interpolation between 25% and 50%; provided that any fractional percent will be rounded true to the nearest whole percent. To the extent that Revenue is achieved at a level between the Target Revenue and Maximum Revenue, the percentage of the Target Number of Restricted Stock Units that become Eligible Units will be determined by applying linear interpolation between 50% and 75%; provided that any fractional percent will be rounded true to the nearest whole percent. Any resulting fractional Eligible Units will be rounded true to the nearest whole Eligible Unit.

To the extent that EPS is achieved at a level between the Threshold EPS and Target EPS, the percentage of the Target Number of Restricted Stock Units that become Eligible Units will be determined by applying linear interpolation between 25% and 50%, provided that any fractional percent will be rounded true to the nearest whole percent. To the extent that EPS is achieved at a level between the Target EPS and Maximum EPS, the percentage of the Target Number of Restricted Stock Units that become Eligible Units will be determined by applying linear interpolation between 50% and 75%, provided that any fractional percent will be rounded true to the nearest whole percent. Any resulting fractional Eligible Units will be rounded true to the nearest whole Eligible Unit.

To the extent the Company’s Cumulative Operating EPS Performance is greater than the Minimum and less than the Target Range, or greater than the Target Range and less than the Maximum, the Cumulative Operating EPS Percentage payout will be interpolated between the corresponding Percentage Payout of Cumulative Operating EPS Percentage ranges set forth above.

Change in Control. If a Change in Control occurs on or before the last day of the Performance Award Period while the Holder is employed with the Company and at the time of the Change in Control performance for either metric is above Target performance (or the higher of the two if Target has been hit for both), then the Forfeiture Restrictions shall lapse for that number of shares determined by interpolating performance between Target and Maximum, with the Forfeiture Restrictions lapsing on 0% of the Performance Units at Target Performance and the Forfeiture Restrictions lapsing on 100% of the Performance Units at Maximum performance.

Each Participant will be assigned a “Target Award” by the Company in its sole discretion (generally based on a Participant’s position and that position’s potential contribution to the Company) by March 31 of each Plan Year. For new hires or newly-eligible Participants (whether by transfer or promotion), the Target Award will be set within ninety (90) days of eligibility for the Plan.

Target Bonus. Effective as of the Effective Date and for the remainder of the Employment Term, Executive will be eligible to receive an annual bonus of up to 45% of Executive’s Base Salary upon achievement of performance objectives to be determined by the Board or its authorized committee (the “Committee”) in its sole discretion, with reasonable input from Executive (the “Target Bonus”). For calendar year 2021, the achieved Target Bonus will be pro-rated for the portion of the calendar year that Executive is actually employed by the Company under the terms of this Agreement. The achieved portion of Executive’s Target Bonus will be paid, less applicable withholdings, as soon as practicable after the Board or Committee determines that the Target Bonus has been earned, but in no event shall the Target Bonus be paid after the later of # the fifteenth (15th) day of the third (3rd) month following the close of the Company’s fiscal year in which the Target Bonus is earned or # March 15 following the calendar year in which the Target Bonus is earned.

Target Amount. The dollar amount designated in the written notice to the Participant communicating the Performance Grant.