The Cumulative Revenue and Cumulative Adjusted EBITDA Margin component payouts will be determined independently based on achievement of the targets set forth in the respective tables below, and the number of Earned RSUs will be calculated based on the sum of the payout percentages achieved, taking into account the weighting of each metric and using straight-line linear interpolation to determine the payout if performance falls between two of the performance levels set forth in the applicable table.

If the percentage of Target Performance Shares earned based on Relative TSR is less than 10%, then the final number of Performance Shares earned under Component II will be 10% of the Target Performance Shares (and in no event shall the total awarded Target Performance Shares for the sum of Component I and Component II be less than 40%).

The Sales Goal, EBITDA Goal and EBITDA Growth Goal shall be the performance objectives established by the Committee and the Board for the Performance Period.

“Unvested Portion” means, as of any particular date, # the value of the Performance Component, minus # the aggregate value of the Vested Portion of the Performance Component.

“Cumulative EBITDA” means the sum of Adjusted EBITDA for each year of the Performance Period.

Each Business Area will assess performance based on Sales Growth and Operating Margin specific to the business area. Unlike the Company component where an individual metric’s failure to reach the threshold performance of 80% does not impact another individual metric’s ability to reach the threshold performance and payout, for the Business Area component, the individual performance of each metric must meet a minimum threshold performance of 80%, before the acceleration/deceleration scale is applied, or no award is payable for the business area component. The weighting and definition of the Business Area component are:

•Corporate Component Threshold – minimum Company financial performance required before any corporate component pool will be funded.

“EBITDA Growth” means the sum of EBITDA for the fiscal years of Graybar in the Performance Period.

*To determine the level of performance for this metric, the payout calculation uses Modified EBITDA actuals compared to target (budgeted) EBITDA, as approved by the Committee for the respective Performance Period.

Is line C equal to or greater than the required amount?