Equity Component. The equity component of the 2020 LTIP will consist of restricted stock that vests in four equal annual installments. Specifically, 25% of the shares will vest on each anniversary of the grant date, with the final installment vesting in 2024. The terms and conditions, including treatment upon termination of employment, of the grant are set forth in an award agreement that will be issued to each recipient.

Extraordinary Increases in Component Costs. If the cost of a Component increases cumulatively by at least ​ since the last annual adjustment as a result of market factors outside of Patheon’s control, then Patheon will be entitled to adjust the Price proportionately and as otherwise agreed in the Product Agreement. The revised Price will become effective with the first use of the higher cost Component in the manufacture of the Product. For a Price adjustment under this Section 4.3(a), Patheon will deliver to Client a revised [Schedule A] to the Product Agreement.

The discretionary component is designed to reward Participants for various factors related to their contributions to the Company during the Plan Year. Following the completion of the Plan Year, a pool of money will be distributed to each division head to allocate in their discretion (with oversight from the Plan Administrators) among their Participants in each Segment based on the division head’s assessment of various factors related to contributions to the Company during the Plan Year. This amount will then be added to the amount attributable to the Achievement Metrics component, as described above, to arrive at each Participant’s total bonus.

Component Costs. If [[Organization A:Organization]] incurs an increase in Component costs during the Year, it may increase the Price for the next Year to pass through the additional Component costs. On or about November 1st of each Year, [[Organization A:Organization]] will give Client information about the increase in Component costs which will be applied to the calculation of the Price for the next Year to reasonably demonstrate that the Price increase is justified.

Extraordinary Increases in Component Costs. If the cost of a Component increases cumulatively by at least ​ since ​ adjustment as a result of ​, and Patheon has ​ then Patheon will be entitled to request an adjustment of the Price proportionately, and as otherwise agreed in the [Appendix 1] of this Agreement. Patheon must provide Client with details of the specific cost drivers causing the invocation of this clause, as well as ​ as per the above. The revised Price will become effective with the first use of the higher cost Component in the manufacture of the Product. For a Price adjustment under this [Section 4.3(a)], Patheon will deliver to Client a revised [Appendix 1]. In such an instance, Client will have the right to audit Patheon records (using an independent auditor in the event of third-party confidentiality obligations) in accordance with [Section 7.4] to verify such cost drivers ​.

Component Costs. If Patheon incurs an increase in Component costs during the Year (for clarity, this excludes Client-Supplied Components), it may increase the Price for the next Year to pass through the additional Component costs at Patheon’s cost; provided, however, that in the event any proposed increase in the cost of a Component exceeds ​ of the cost for that Component upon which the most recent fee quote was based, and that a change of supplier is mutually agreed between Patheon and Client pursuant to [Section 4.2(e)], Patheon and Client will use commercially reasonable efforts to locate an equivalent alternative lower cost supplier for the applicable Component. If as a result of both parties’ efforts pursuant to [Section 4.2(e)] (but not if Patheon is acting alone) Patheon incurs a net decrease (including any rebates or discounts) in Component costs during the Year, the net cost savings will be ​ in accordance with [Section 4.2(e)] and it will decrease the Price for the next Year to pass through the additional Component cost savings allocated to Client (but not those allocated to Patheon). On or about ​ of each Year, Patheon will give Client information about the increase or decrease in Component costs which will be applied to the calculation of the Price for the next Year to reasonably demonstrate that any Price increase or decrease is in compliance with this [Section 4.2(b)]. But Patheon will not be required to give information to Client that is subject to obligations of confidentiality between Patheon and its suppliers.

Component Costs. If [[Organization A:Organization]] incurs an increase or decrease in Component costs during the Year, it may ​. [[Organization A:Organization]] will give Client information about the increase or decrease in Component costs which will be applied to the calculation of the Price for the next Year to reasonably demonstrate that the Price increase or decrease is justified.

Retention Component. Subject to Section 4 below, the portion of the Retention Component that vests shall represent the right to receive payment, in accordance with Section 5 below, in the form of cash. Unless and until the applicable Retention Component amount vests, the Participant will have no right to payment of such amount in respect of such vested portion of the Retention Component.

Cash Component. The cash component of the 2020 LTIP will be governed by this document.

Component Costs. If Patheon incurs an increase in Component costs during the Year, it may increase the Price for the next Year to pass through the additional Component costs at Patheon’s cost. On or before ​ of each Year, Patheon will give Client information about the increase in Component costs which will be applied to the calculation of the Price for the next Year to reasonably demonstrate that the Price increase is justified. But Patheon will not be required to give information to Client that is subject to obligations of confidentiality between Patheon and its suppliers.