The number of PSAs earned is based on the achievement of total shareholder
return (TSR) over a four-year performance period ending December 23, 2025
measured quarterly at the end each such quarter for the first four years
following the grant date, and the number of shares earned may range from 0%
to 150%. The PSAs are earned based on the volume-weighted average closing
price (VWAP) of the common stock for 20 consecutive trading days, measured
as the end of each applicable fiscal quarter, as reported on the New York
Stock Exchange or other national securities exchange or national market on
which the stock is principally traded, and a TSR compound annual growth
rate (CAGR) of the issuer's common stock using a starting price of $43.34,
as adjusted for dividends as follows: (i) 50.0% of the PSAs are earned upon
TSR CAGR achievement of 2.5%, (ii) 75.0% of the PSAs are earned upon TSR CAGR
achievement of 5.0%, (iii) 100.0% of the PSAs are earned upon TSR CAGR
achievement of 7.5%, (iv) 112.5% of the PSAs are earned upon TSR CAGR
achievement of 10.0%, (v) 125.0% of the PSAs are earned upon TSR CAGR
achievement of 12.5%, (vi) 137.5% of the PSAs are earned upon TSR CAGR
achievement of 15.0% and (vii) 150.0% of the PSAs are earned upon
TSR CAGR achievement of 17.5%.

Any amount earned upon each quarterly measurement shall vest as follows:
50% on the one-year anniversary of the end of the applicable measurement period,
and 50% on the two-year anniversary of the end of the applicable measurement
period; provided, however, that no vesting will occur unless and until the VWAP
meets one or more applicable price achievement goals as set forth above on or
before December 23, 2025, subject in all cases to continuous service with the
issuer or an affiliate of the issuer from the grant date through the applicable
vesting date, if any; provided further, that the earliest date on which the
maximum amount of the target number of PSAs may vest shall be the 25-month
anniversary of the grant date, and latest date on which any amount of the target
may vest shall be the 6-year anniversary of the grant date. Any shares that do
not vest on or before the 6-year anniversary of the grant date, will be
immediately forfeited on the 6-year anniversary of the grant date.