Document

EX-10.1# 2 exhibit101-chrismetzpsugra.htm EX-10.1# Document

DocuSign Envelope ID: F7731706-AEE2-4C52-9F73-2FB611CED3AE

SOLO BRANDS, INC.

2021 INCENTIVE AWARD PLAN

PERFORMANCE STOCK UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Performance Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Solo Brands, Inc. (the “Company”).

The Company has granted to the participant listed below (“Participant”) the Awards that vest subject to Performance Criteria described in this Grant Notice (the “Performance Stock Units” or “PSUs”), subject to the terms and conditions of the Plan and the Performance Stock Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.

Participant: Christopher T. Metz

Grant Date: April 8, 2024

Number of PSUs: 733,000

Vesting Schedule: See Annex

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

SOLO BRANDS, INC. PARTICIPANT

By: /s/ Kent Christensen By: /s/ Chris Metz

Name: Kent Christensen Name: Christopher T. Metz

Title: General Counsel

4/9/2024

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Exhibit A

PERFORMANCE STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I. GENERAL

1.1 Award of PSUs. The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the PSUs have vested.

1.2 Incorporation of Terms of Plan. The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

1.3 Unsecured Promise. The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

ARTICLE II.

VESTING; FORFEITURE AND SETTLEMENT

2.1 Vesting; Forfeiture. The PSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of a PSU that would otherwise be vested will be accumulated and will vest only when a whole PSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company, including the Grant Notice.

2.2 Settlement.

(a) PSUs will be settled in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than thirty (30) days after the PSU’s vesting date. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

(b) At the time of settlement, Participant will receive one Share for each vested PSU. No fractional Shares will be issued upon settlement. The Company, in its sole discretion, may instead substitute an amount in cash for the vested PSU. If a PSU is settled in cash, the amount of cash paid with respect to the PSU will equal the Fair Market Value of a Share on the day immediately preceding the settlement date.

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ARTICLE III.

TAXATION AND TAX WITHHOLDING

3.1 Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2 Tax Withholding.

(a) Participant will not receive any shares issued upon settlement of the vested PSUs unless Participant makes arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the settlement of the vested PSUs. The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the PSUs as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company reduce the amount of such withholding taxes from other compensation payable to the Participant or retain Shares otherwise issuable under the Award. The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the PSUs to, or to cause any such Shares to be held in book-entry form by, Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the vesting and settlement of the PSUs or any other taxable event related thereto.

(b) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the PSUs or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax liability.

3.3 Broker-Assisted Sales. In the event any tax withholding obligation arising in connection with the PSUs will be satisfied under Section 9.5(c) of the Plan, then the Company may elect to instruct any broker acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares then issuable upon the settlement of the PSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company or Subsidiary thereof with respect to which the withholding obligation arises. Participant’s acceptance of these PSUs constitutes Participant’s instruction and authorization to the Company and such broker to complete the transactions described in this Section 3.3, including the transactions described in the previous sentence, as applicable. In the event of any broker- assisted sale of Shares in connection with the payment of tax withholdings: (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation occurs or arises, or as soon thereafter as reasonably practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation,

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Participant agrees to pay immediately upon demand to the Company or its applicable Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable withholding obligation.

ARTICLE IV.

OTHER PROVISIONS

4.1 Administration. The Administrator shall have the power to interpret the Plan, the Grant Notice and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan, the Grant Notice and this Agreement as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator will be final and binding upon Participant, the Company and all other interested persons. To the extent allowable pursuant to Applicable Law, no member of the Committee or the Board will be personally liable for any action, determination or interpretation made with respect to the Plan, the Grant Notice or this Agreement.

4.2 PSUs Not Transferrable. Unless otherwise determined by the Administrator, (a) the PSUs may not be sold, assigned or transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, subject to the Administrator’s consent, pursuant to a domestic relations order and (b) neither the PSUs nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy). Any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by this Section 4.2.

4.3 Adjustments. Upon the occurrence of certain events as provided in Article VIII of the Plan, Participant acknowledges that the PSUs and the Shares subject to the PSUs are subject to adjustment, modification and termination.

4.4 Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.5 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.6 Governing Law. The PSUs, Grant Notice and this Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

4.7 Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

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4.8 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and this Agreement, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.9 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.10 Section 409A. The PSUs are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A. However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the PSUs (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for the PSUs either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

4.11 Claw-back Provisions. The PSUs (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt of the PSUs or the settlement or resale of any Shares underlying this PSUs) will be subject to any Company claw-back policy as in effect from time to time, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd- Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder).

4.12 Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.13 Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.14 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the PSUs, as and when settled pursuant to the terms of this Agreement.

4.15 No Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares issuable upon settlement of the PSUs unless and until certificates representing such Shares (which may be in book-entry form) will have been issued and recorded on the records of the Company or its transfer agents

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or registrars and delivered to Participant (including through electronic delivery to a brokerage account). No adjustment will be made for a dividend or other right for which the record date is prior to the date of such issuance, recordation and delivery, except as provided in Article VIII of the Plan.

4.16 Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.17 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, “.pdf” format, scanned pages or other electronic means shall be effective as delivery of a manually executed counterpart to this Agreement.

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ANNEX

The PSUs will vest with respect to all of the shares subject thereto on the attainment of a 30-day average VWAP goal of $6.50 (as described below) with respect to the Company’s Class A Common Stock provided that such goals are attained on or prior to September 15, 2027 (the “Cut-off Date”) and, notwithstanding any provision of the Plan or the Agreement to the contrary and in each case, subject to your continued employment on the attainment date or such attainment date occurring within 180 days of the termination of your employment without Cause or resignation for Good Reason (as each is defined in that certain offer letter between you and the Company, dated as of January 3, 2024, as may be amended from time-to-time).

If there is a Change in Control (as defined in the Plan as in effect on the date hereof) on or prior to the Cut- off Date, any unvested PSUs will vest immediately prior to any such Change in Control if the VWAP goal is attained substituting the Deal Price (as described below) for the 30-day average VWAP. To the extent the average VWAP goal or Deal Price described in this Annex is not attained by the Cut-off Date, the PSUs will be forfeited on such date.

Determination of Average VWAP and Deal Price.

1. For purposes of the PSUs, the attainment of the applicable 30-day average VWAP goal shall be determined by the Committee or its delegate using the arithmetic average of the daily VWAP of the Company’s Class A Common Stock for each of the 30 trading days immediately preceding (but not including) the date of determination. The daily VWAP shall be the volume weighted average price of the Class A Common Stock for the applicable trading day as reported on Bloomberg or a comparable recognized service.

2. For purposes of the PSUs, “Deal Price” means the total present value of the amount of cash consideration and the present value of any non-cash consideration received or potentially receivable for a share of the Company’s Class A Common Stock by holders of shares in connection with a consummated Change in Control or, if no such consideration will be received for a share, the fair market value of a share on the day (or, if the shares are then publicly traded on an established national securities exchange or automated quotation system, the trading day) immediately prior to the Change in Control. The present value of any cash consideration and the present value of any non-cash consideration potentially receivable (including any consideration being held in escrow or subject to an earn-out or similar concept) will be reasonably determined in good faith by the Board, except that if such non-cash consideration is in the form of publicly traded securities, then the value of such publicly traded securities will be based on the volume weighted average trading price of such publicly traded securities over the five (5) trading day period ending three (3) business days prior to the date the Change in Control occurs.

If dividends are declared on the Company’s Common Stock after the Grant Date but before the PSUs herein are settled, upon the payment of any such dividend, you shall be entitled to receive a number of “Dividend- equivalent PSUs” determined by (i) multiplying the number of PSUs (including any dividend equivalent PSUs) outstanding on each dividend payment date by the dividend per Share to determine the dividend equivalent amount for each dividend payment date; and (ii) dividing the amount determined in clause (i) by the Fair Market Value of a Share on the date any such dividends are paid to determine the number of dividend equivalent PSUs. Dividend-equivalent PSUs shall be paid at the same time, in the same manner, and subject to the same vesting and other requirements and restrictions as the PSUs to which they relate.

In addition to any other limitation on transfer created by the Plan and/or applicable securities laws, following the vesting of the PSUs pursuant to this Agreement, you may not Transfer (as defined below) any of the applicable Shares you received in respect of such vested PSUs, net of any Shares used to satisfy

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any tax withholding or tax liability pursuant to that certain letter agreement, dated January 25, 2024, between the Company and you (such total Shares received by you after such net settlement, the “Received Shares”), or any interest in such Received Shares until the earliest of (w) the termination of your employment by the Company without Cause or by you for Good Reason (as each is defined in that certain offer letter, dated January 3, 2024, between the Company and you); (x) your death; (y) the second anniversary of the vesting of the PSUs pursuant to this Agreement or (z) immediately prior to a Change in Control, in each case which these restrictions shall lapse with respect to both you and any Qualified Transferee(s) (as defined below). As used in this Agreement, the term “Transfer” means any sale, encumbrance, pledge, gift or other form of disposition or transfer of the Received Shares or any legal or equitable interest therein; provided, however, that the term Transfer does not include a Qualified Transfer (as defined below) with respect to the Award. In such case, the transferee or other recipient will receive and hold the Received Shares so transferred subject to the provisions of this Agreement, and there will be no further transfer of such shares except in accordance with the terms of this Agreement. For purposes of this Agreement, “Qualified Transfer” means: (i) a Transfer to a member of your Family Group or your executors, conservators and representatives in the event of your death or permanent disability; (ii) a Transfer to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the Award is held in the trust, and you and the trustee enter into transfer and other agreements reasonably required by the Company; (iii) a Transfer of your Award (or any Received Shares) pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer, provided that you and the designated transferee enter into transfer and other agreements reasonably required by the Company and with the acknowledgement that you are encouraged to discuss the proposed terms of any division of your Award (or any Received Shares) with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement; (iv) a designation of a third party who, on your death, will thereafter be entitled to your Award (or any Received Shares) and to receive the Shares issued thereunder or other consideration contemplated thereby by delivering written notice to the Company in a form approved by the Company and any broker designated by the Company to handle such designations; provided that in the absence of such a designation, your executor or administrator of your estate will be entitled to receive, on behalf of your estate, the Shares or other consideration contemplated by the Award; and/or (v) any Transfer approved by the Board; “Qualified Transferee” means any recipient of a Qualified Transfer; and “Family Group” means (i) your spouse, parents, siblings and/or descendants (whether natural or adopted)(collectively, the foregoing, “Family Members”), (ii) any trust solely for the benefit of you or your Family Members or other trusts solely for the benefit of the foregoing and (iii) any partnerships, corporations or limited liability companies where the only partners, shareholders or members are you or your Family Members or trusts referred to in clause (ii) of this definition.

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SOLO BRANDS, INC.

2021 INCENTIVE AWARD PLAN

PERFORMANCE STOCK UNIT GRANT NOTICE

Participant: Christopher T. Metz

Grant Date: April 8, 2024

Number of PSUs: 735,000

Vesting Schedule: See Annex

SOLO BRANDS, INC. PARTICIPANT

By: /s/ Kent Christensen By: /s/ Chris Metz

Name: Kent Christensen Name: Christopher T. Metz

Title: General Counsel

4/9/2024

DocuSign Envelope ID: F7731706-AEE2-4C52-9F73-2FB611CED3AE

Exhibit A

PERFORMANCE STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I. GENERAL

1.3 Unsecured Promise. The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

ARTICLE II.

VESTING; FORFEITURE AND SETTLEMENT

2.2 Settlement.

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ARTICLE III.

TAXATION AND TAX WITHHOLDING

3.2 Tax Withholding.

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ARTICLE IV.

OTHER PROVISIONS

4.5 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

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ANNEX

The PSUs will vest with respect to 1/3rd of the shares subject thereto on the attainment of each of the following 30-day average VWAP goals (as described below) with respect to the Company’s Class A Common Stock: $4.00, $5.00 and $6.00, in each case, provided that such goals are attained on or prior to September 15, 2027 (the “Cut-off Date”) and, notwithstanding any provision of the Plan or the Agreement to the contrary and in each case, subject to your continued employment on the attainment date or such attainment date occurring within 180 days of the termination of your employment without Cause or resignation for Good Reason (as each is defined in that certain offer letter between you and the Company, dated as of January 3, 2024, as may be amended from time-to-time).

If there is a Change in Control (as defined in the Plan as in effect on the date hereof) on or prior to the Cut- off Date, any unvested PSUs will vest immediately prior to any such Change in Control if the VWAP goals are attained substituting the Deal Price (as described below) for the 30-day average VWAP; provided, however, if the Deal Price is greater than $4.00 but less than $5.00, or greater than $5.00 but less than $6.00, the number of PSUs that will vest shall be determined based on a linear interpolation.

To the extent an average VWAP goal or Deal Price is not attained by the Cut-off Date, the applicable portion of the PSUs will be forfeited on such date.

Determination of Average VWAP and Deal Price.

1.For purposes of the PSUs, the attainment of the applicable 30-day average VWAP goal shall be determined by the Committee or its delegate using the arithmetic average of the daily VWAP of the Company’s Class A Common Stock for each of the 30 trading days immediately preceding (but not including) the date of determination. The daily VWAP shall be the volume weighted average price of the Class A Common Stock for the applicable trading day as reported on Bloomberg or a comparable recognized service.

2.For purposes of the PSUs, “Deal Price” means the total present value of the amount of cash consideration and the present value of any non-cash consideration received or potentially receivable for a share of the Company’s Class A Common Stock by holders of shares in connection with a consummated Change in Control or, if no such consideration will be received for a share, the fair market value of a share on the day (or, if the shares are then publicly traded on an established national securities exchange or automated quotation system, the trading day) immediately prior to the Change in Control. The present value of any cash consideration and the present value of any non-cash consideration potentially receivable (including any consideration being held in escrow or subject to an earn-out or similar concept) will be reasonably determined in good faith by the Board, except that if such non-cash consideration is in the form of publicly traded securities, then the value of such publicly traded securities will be based on the volume weighted average trading price of such publicly traded securities over the five (5) trading day period ending three (3) business days prior to the date the Change in Control occurs.

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In addition to any other limitation on transfer created by the Plan and/or applicable securities laws, following the vesting of any of the PSUs pursuant to this Agreement, you may not Transfer (as defined below) any of the applicable Shares you received in respect of such vested PSUs, net of any Shares used to satisfy any tax withholding or tax liability pursuant to that certain letter agreement, dated January 25, 2024, between the Company and you (such total Shares received by you after such net settlement, the “Received Shares”), or any interest in such Received Shares until the earliest of (w) the termination of your employment by the Company without Cause or by you for Good Reason (as each is defined in that certain offer letter, dated January 3, 2024, by and between the Company and you); (x) your death; (y) the second anniversary of the vesting of such PSUs pursuant to this Agreement or (z) immediately prior to a Change in Control, in each case which these restrictions shall lapse with respect to both you and any Qualified Transferee(s) (as defined below). As used in this Agreement, the term “Transfer” means any sale, encumbrance, pledge, gift or other form of disposition or transfer of the Received Shares or any legal or equitable interest therein; provided, however, that the term Transfer does not include a Qualified Transfer (as defined below) with respect to the Award. In such case, the transferee or other recipient will receive and hold the Received Shares so transferred subject to the provisions of this Agreement, and there will be no further transfer of such shares except in accordance with the terms of this Agreement. For purposes of this Agreement, “Qualified Transfer” means: (i) a Transfer to a member of your Family Group or your executors, conservators and representatives in the event of your death or permanent disability; (ii) a Transfer to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the Award is held in the trust, and you and the trustee enter into transfer and other agreements reasonably required by the Company; (iii) a Transfer of your Award (or any Received Shares) pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer, provided that you and the designated transferee enter into transfer and other agreements reasonably required by the Company and with the acknowledgement that you are encouraged to discuss the proposed terms of any division of your Award (or any Received Shares) with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement; (iv) a designation of a third party who, on your death, will thereafter be entitled to your Award (or any Received Shares) and to receive the Shares issued thereunder or other consideration contemplated thereby by delivering written notice to the Company in a form approved by the Company and any broker designated by the Company to handle such designations; provided that in the absence of such a designation, your executor or administrator of your estate will be entitled to receive, on behalf of your estate, the Shares or other consideration contemplated by the Award; and/or (v) any Transfer approved by the Board; “Qualified Transferee” means any recipient of a Qualified Transfer; and “Family Group” means (i) your spouse, parents, siblings and/or descendants (whether natural or adopted)(collectively, the foregoing, “Family Members”), (ii) any trust solely for the benefit of you or your Family Members or other trusts solely for the benefit of the foregoing and (iii) any partnerships, corporations or limited liability companies where the only partners, shareholders or members are you or your Family Members or trusts referred to in clause (ii) of this definition.

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