Equity Awards. Promptly following the Effective Date, the Company shall grant you restricted stock units (“RSUs”) with respect to Company common stock with a value of $325,000 as of the grant date (determined by dividing $325,000 by the closing price per share of Company common stock on the date of grant). The RSUs shall vest fully upon one year of service, subject to your continued employment or continued service on the Board through the vesting date. The RSUs shall be subject to the terms of the Company’s 2019 Stock Incentive Plan (the “Plan”) and the standard form of RSU agreement thereunder. The foregoing grant shall be in lieu of any equity awards granted to outside directors during the Employment Period pursuant to the Company’s outside director compensation program, as may be amended and/or restated from time to time. In addition, any RSUs or performance-based RSUs that you currently hold will continue to vest in accordance with their terms, subject to your continued service on the Board.

In connection with the commencement of your employment, ​ will recommend to the Board of Directors that they grant you restricted stock units (“RSUs”). The RSUs will have a grant date fair value of approximately $5,000,000 (the "Grant Value"). The actual number of RSU’s granted will typically be determined by using the 10 day average closing price preceding the board approval of the grant. The RSUs will be governed by the terms of ​'s 2021 Omnibus Incentive Plan and your RSU Agreement with ​ and shall vest over a four year period as follows: 25% after one year and then quarterly thereafter. The vesting commencement date will begin on the first quarterly vesting date (March 1st, June 1st, September 1st, December 1st) following board approval.

Award. Employee is awarded under this Agreement the number of Restricted Stock Units (“RSUs”) valued at $1,800,000.00 at the closing price of ​ common stock (“Common Stock”) on the New York Stock Exchange on the Effective Date. Employee shall become vested in the RSUs on the applicable Vesting Dates set forth below, subject to Employee’s continuous employment through the applicable Vesting Date, as defined in Paragraph 2(c). Any RSUs that do not vest will be forfeited.

Equity Award: In connection with your commencement of services as a member of the Board (and its committees, as applicable), effective on the date of your election to the Board, you will receive 10,000 restricted stock units pursuant to the Company’s 2014 Stock Incentive Plan (the “Plan”). Each restricted stock unit represents the right to receive one share of common stock (the “Common Stock”) of the Company. The restricted stock units will vest as follows: # in the event of the initial public offering of the Company’s Common Stock, to the extent the Board determines that you will be allowed to sell shares of the Company’s Common Stock subject to the award in the offering, a corresponding number of restricted stock units will vest immediately prior to such offering, and any remaining restricted stock units will vest in three equal installments on each of the first, second and third anniversaries of such offering, or # if earlier, upon a change in control of the Company. Your continued service to the Company through the applicable vesting date is a condition to such vesting. The Company’s standard form of restricted stock unit agreement will govern your award.

Initial Grants. Upon initial election to our Board, such non-employee director will be granted, automatically and without the need for any further action by the Board, an initial equity award of 90,000 restricted stock units (“RSUs”) with respect to shares of our common stock. The initial award shall vest over a three-year period, with one-third of the initial award vesting on each of the first, second and third anniversaries of the grant date of the award, in each case, subject to the director’s continued service as a director, employee or consultant with the Company through each applicable vesting date. The vesting of such award shall accelerate as to 100% of the award upon a change in control of the Company.

This letter is also to confirm our understanding, notwithstanding any provision in your Employment Agreement, that you shall receive a one-time special equity award in the form of Restricted Share Units (RSUs) of [[Organization A:Organization]] Class B common stock with a grant date value of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). Such award shall be granted on the tenth (10th) business day immediately following the Effective Date and the number of RSUs granted shall equal the grant date value of $1,750,000 divided by the closing price of the [[Organization A:Organization]] Class B common stock on the date of grant rounded down to the nearest whole number. The RSUs granted shall vest 25% annually on the 1st, 2nd, 3rd and 4th anniversaries of the grant date subject to the Terms & Conditions of the award. In the event that you are terminated without Cause or resign for Good Reason in accordance with paragraph 11 of the Employment Agreement, this one-time special equity award shall continue to vest at the same time as if you remained actively employed with the Company.

Equity Awards. In consideration of your covenants set forth in paragraph 12(j) and in order to retain your exclusive services as an Advisor (other than in connection with Permitted Services) during the periods described in paragraph 12, [[Organization A:Organization]] agrees that upon the Commencement Date (or if the Commencement Date is not a trading day, on the first trading day after the Commencement Date) (the “Additional RSU Grant Date”), you will automatically be granted restricted stock units having a value equal to Fifteen Million Dollars ($15,000,000) (the “Additional RSUs”). The number of Additional RSUs granted on the Additional RSU Grant Date (rounded down to a whole unit for any fractional unit) shall be determined by dividing the value specified in the preceding sentence by the closing price of one share of Class B Common Stock on the Additional RSU Grant Date. Each Additional RSU shall correspond to one share of Class B Common Stock. The Additional RSUs shall vest in three (3) equal installments on each of the first, second and third anniversaries of the Commencement Date, subject to earlier acceleration or cancellations as provided in paragraph 12(h) or any deferral election.

Subject to approval by the Compensation Committee of the Board of Directors, you will receive an initial equity grant valued at 500% of your annual base salary ($2,750,000 value) in the form of Stock Options (50% value) and RSU’s (50% value). The Options will vest over a three-year period on the following schedule: one-year cliff vest for the first third with the remaining two thirds vesting monthly over the remaining 24 months of the grant. These options will be valued using the BSV method and priced at the date of grant which will be at market close on or about May 8th. The RSU awards will vest over a three-year period: 33% cliff vesting upon the first anniversary of the grant, 33% vesting on the second anniversary and 33% vesting on the third anniversary of the grant. The RSU’s will also be granted on or about May 8th.