The “Adjusted EBITDA” shall mean the Adjusted EBITDA which is publicly disclosed in (or otherwise calculated in a manner consistent with) the Company’s earnings release for the applicable fiscal year or as otherwise determined by the Compensation Committee of the Board.

Vesting of Restricted Share Units. The Committee shall, in its discretion, determine any vesting requirements with respect to Restricted Share Units, which shall be set forth in the Award Agreement. The requirements for vesting of a Restricted Share Unit may be based on the continued Service of the Participant with the Company or a Subsidiary for a specified time period (or periods), on the attainment of a specified performance goal(s) and/or on such other terms and conditions as approved by the Committee in its discretion. If the vesting requirements of a Restricted Share Unit Award are not satisfied, the Award shall be forfeited.

Vesting of Restricted Stock Units. At the time of grant, the Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including, without limitation, vesting based upon the Holder’s duration of service to the Company or any Affiliate, one or more Performance Criteria or Performance Goals, Company performance, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Administrator.

Vesting of Performance Share Units. The period of time from and including January 1, 2021 to December 31, 2023 is the “Performance Period.” The Performance Share Units will vest as follows:

Vesting of Restricted Stock Units. The Committee shall, in its sole discretion, provide in an Award Agreement the time or times at which, or the conditions upon which, Restricted Stock Units shall vest and/or be settled. The Committee may condition the vesting upon the passage of time (e.g., subject to the Participant’s continued Service as of a specified date) and/or the occurrence of any other event or condition that is established by the Committee and set forth in the Award Agreement. The Committee may, in its sole discretion, provide, in an Award Agreement or other agreement between a Participant and the Company, for the acceleration of vesting of any Restricted Stock Units upon a Participant’s termination of Service under specified circumstances or upon the occurrence of other specified events or conditions. If the vesting requirements applicable to Restricted Stock Units are not satisfied, such units shall automatically be forfeited.

Vesting of Restricted Stock Units. The TBRSUs will become non-forfeitable over the period running through January 5, 2023, with approximately one-third (1/3) of the TBRSUs becoming non-forfeitable on each of # January 5, 2021, # January 5, 2022, and # January 5, 2023, subject to the Grantee having remained in the continuous employ of the Company and/or Subsidiary until said date.

Vesting of Restricted Stock Units. At the time of grant, the Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including, without limitation, vesting based upon the Holder’s duration of service to the Company or any Affiliate, one or more Performance Criteria or Performance Goals, Company performance, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Administrator.

The actual number of Performance Units that may be earned and become nonforfeitable is based on achieving the targeted level of the Company’s relative TSR and Digital Sales goals for the Performance Period (the “Performance Goals”), weighted 60% and 40% respectively, as set forth in the following schedules.

The actual number of Performance Units that may be earned and become nonforfeitable is based on achieving the targeted level of the Company’s relative TSR and Digital Sales goals for the Performance Period (the “Performance Goals”), weighted 60% and 40% respectfully, as set forth in the following schedules.

Vesting of Restricted Stock Units. The period of time between the grant date specified in the Award Notice (the “Grant Date”) and the vesting of Restricted Stock Units (and the termination of restrictions thereon) is the “Restricted Period.”