The “CFROI Payout Factor” shall be determined under the table below based on the Average CFROI of the Company for the Performance Period.

The “TSR Payout Factor” shall be determined under the table below based on the Average TSR Percentile Rank of the Company; provided, however, that if the Three-Year TSR as determined under [Section 2.2.5] below is less than 0%, the TSR Payout Factor shall not be greater than 100%.

If the Average CFROI is between any two data points set forth in the first column of the above table, the CFROI Payout Factor shall be determined by interpolation between the corresponding data points in the second column of the table as follows: the difference between the Average CFROI and the lower data point shall be divided by the difference between the higher data point and the lower data point, the resulting fraction shall be multiplied by the difference between the two corresponding data points in the second column of the table, and the resulting product shall be added to the lower corresponding data point in the second column of the table, with the resulting sum being the CFROI Payout Factor.

Payout Formula. Subject to adjustment under [Sections 3, 4, 5, 6, 7 and 8]8]8]8]8]8], the number of Performance Shares to be issued to Recipient shall be equal to the sum of # the TSR Payout Shares (as defined below), plus # the CFROI Payout Factor as determined under [Section 2.3] below multiplied by the CFROI Target Share Amount. The “TSR Payout Shares” shall be equal to the TSR Payout Factor as determined under [Section 2.2] below multiplied by the TSR Target Share Amount; provided, however, that the number of TSR Payout Shares shall be reduced as necessary to ensure that the total value of the TSR Payout Shares at the time of payout (calculated by multiplying the Value (as defined in [Section 7] below) by the number of TSR Payout Shares) shall not be more than 400% of the value of the TSR Target Share Amount on the date of this Agreement (calculated by multiplying the closing market price for Class A Common Stock on the date of this Agreement by the TSR Target Share Amount).

The “Commission Payout Factor” is determined by locating the percentage of Individual Quota attained year-to-date in the table below and identifying the corresponding Commission Payout Factor. If the Individual Quota attained falls between the listed percentages in the Commission Table, the Commission Payout Factor will be determined by interpolation (e.g., 85% Individual Quota attainment would be a 76.5% Commission Payout Factor). The Commission earned is calculated as follows:

Each metric is assessed independently and then combined into a single payout factor. An example of the payout factor calculation is as follows:

The payout factor ranges from ​ to ​ and is measured on both ​ and ​ performance over the ​ year (20​- 20​) performance period. The payout factor will be based on the Payout Factor Tables and the Company’s final ​ and ​ performance. However, all payout amounts are ultimately determined by the Compensation Committee of the Board of Directors in its discretion.

If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this [Section 5.1] shall be the greater of # the sum of the TSR Target Share Amount and the CFROI Target Share Amount, or # the amount determined using a TSR Payout Factor and a CFROI Payout Factor each calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined using the relative weightings of the three fiscal years set forth in [Section 2.2.2]. For this purpose, the Adjusted Cash Flow for any partial six-month period shall be doubled, the Adjusted Cash Flow for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) and the Average Adjusted Capital for any period shall be determined based on the average of Adjusted Capital as of the last day of only those quarters that have been completed, before determining the CFROI for that partial fiscal period, and the Average CFROI shall be determined by averaging however many full and partial fiscal years for which a CFROI shall have been determined using the relative weightings of the three fiscal years set forth in [Section 2.3.2].

Adjusted EBITDA Calculation. The Company’s Finance Department will calculate the year-to-date Adjusted EBITDA in accordance with its established non-GAAP procedures. The “EBITDA Payout Factor” is determined by locating the percentage of the EBITDA Goal attained in the table below and identifying the corresponding EBITDA Payout Factor. If the percentage of EBITDA Goal attained falls between the listed percentages in the Adjusted EBITDA Table, the EBITDA Goal attained will be determined by interpolation to identify the EBITDA Payout Factor. The Adjusted EBITDA payment is calculated as follows:

Risk Factor Review. The Subscriber has reviewed and has further initialed on the Agreement signature page that he or she has reviewed and understands the Risk Factors outline herein. The Subscriber further agrees that he or she has had the opportunity to ask questions of management of the Company relative to these risk factors and any other factors relating the risk of this investment.