If RSUEPS equals or exceeds the RSUEPS goal: 100%

Maximum. A Participant may contribute, by payroll deduction, any whole percentage of the Participant’s Compensation not exceeding 75% of Compensation for each pay period to the Participant’s Pretax Deferral Account and/or Roth Deferral Account. The Participant must specify whether the deferral contributions shall be pretax deferral contributions, Roth deferral contributions, or a combination of both. If a Participant fails to specify, then his or her deferral contributions shall be treated as pretax deferral contributions. The election shall be made in such manner and with such advance notice as prescribed by the Committee.

equals or exceeds the Current Market Price of the Common Stock; or

equals or exceeds $3.00, then Participant will be entitled to receive a number of Common Shares equal to 200% of the number of Share Units subject to the Award that have vested; # equals or exceeds $4.00, then Participant will be entitled to receive a number of Common Shares equal to 300% of the number of Share Units subject to the Award that have vested.

The EBITDA Goal Shares equal one-third (1/3rd) of the Target Option Shares if the Company's EBITDA for the Year equals or exceeds the EBITDA Goal.

The Sales Goal Shares equal one-third (1/3rd) of the Target Option Shares if the Company's aggregate revenue for the Year equals or exceeds the Sales Goal.

“Material Acquisition” means each of # the Houston Acquisition, # any individual Acquisition by the Company or any of its Subsidiaries in which the aggregate consideration paid for such Acquisition equals or exceeds $50,000,000.00, and # any series of Acquisitions by the Company and its Subsidiaries in the same fiscal quarter in which the aggregate consideration paid for all such Acquisitions equals or exceeds $50,000,000.00. Nothing in this definition permits any Acquisition by the Company or its Subsidiaries not otherwise expressly permitted by this Agreement.

If the Company’s fully diluted net income per share for fiscal 2023, as adjusted by the Committee for any Material Adjustments (“Actual EPS”), equals or exceeds the maximum net income per share set forth above, the maximum number of Units will be earned. If the Company’s Actual EPS is less than the threshold net income per share set forth above, all of the Units will be forfeited on the Determination Date. If the Company’s Actual EPS falls between the threshold, target and maximum levels specified in the table above, the number of Units that will be earned, and the number of Units that will be forfeited on the Determination Date, will be interpolated.

For the avoidance of doubt, in no event shall a performance goal be deemed satisfied unless actual performance equals or exceeds the threshold level provided in the applicable Scorecard. To the extent that the actual performance is between the threshold and target levels or between the target and maximum levels described in the Scorecard, the vesting shall be determined as set forth in the Scorecard; provided that the Performance Condition shall not be satisfied and there shall be no vesting, if the actual performance is less than the threshold level of performance for all performance goals; and provided, further, that the maximum number of PSUs that vests shall not exceed the Maximum Shares.

Maximum Reduction. The maximum aggregate reduction with respect to any Licensed Product in any country during any Calendar Quarter pursuant to [Section 7.4.4] shall be capped at ​ of the amount of the royalty that would be payable in respect of Net Sales in such country under [Section 7.4.3], prior to any such reductions, and any unused portions of the reduction shall be carried-forward in future Calendar Quarters.