The Relative TSR multiplier will be interpolated for results falling between the levels shown. The terms and conditions related to the calculations of EBITDA and ROIC can be found in the 2026 Form of PSU Award attached hereto and incorporated herein as Exhibit 10.4.
PSU General Terms and Conditions
The PSUs normally vest on the last day of the Performance Period. Generally, if the executive has a separation from service, other than for retirement, death, or disability, before the PSUs vest, they are immediately forfeited. In the event of retirement, the award will vest at the end of the Performance Period and will be prorated for the number of days during the Performance Period from the beginning of the Performance Period until retirement. Retirement is defined as a termination other than for cause occurring on or after age 65, or the combination of the executive’s age and years of service being greater than or equal to 70 years. In the case of termination due to death or disability, the award will vest immediately at 100% of the base award.
Fifty percent (50%) of the vested PSU award will be paid out in cash, and the Company intends to pay out the remaining fifty percent (50%) in shares of Company common stock, although the Company reserves the right, except for distributions to persons subject to Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16”), to pay up to one hundred percent (100%) in cash. The awards will be paid following the end of the Performance Period but no later than March 15 of the year following the Performance Period. Cash will be paid equal to the number of vested PSUs comprising the cash portion of the award multiplied by the closing market price of Company common stock on the last business day of the Performance Period. Shares will be issued on a one-to-one basis for vested PSUs comprising the stock portion of the award. Both the amount of cash paid, and number of shares issued, will be reduced for applicable tax withholding. PSUs may not be transferred, assigned, pledged, or otherwise encumbered, and have no voting or dividend rights.
Under certain circumstances, if a change in control of the Company occurs and the executive’s employment is terminated, the PSU award will vest and the executive will receive a 200% payout. Also, any award to the Company’s officers who are subject to Section 16 is subject to the terms of the Company’s Incentive Compensation Recovery Policy, which provides for the repayment of any incentive compensation amount paid in excess of the amount that would have been paid based on restated financials or stock price. Finally, the PSU awards contain non-competition and non-solicitation covenants during employment and generally for one year after payout.
The foregoing is a summary of the 2026 Form of PSU Award and is qualified in its entirety by reference to the 2026 Form of PSU Award, which is filed as Exhibit 10.4 to this Form 8-K and is incorporated herein by reference.
Grant of Performance Stock Units and Restricted Stock Units
On February 19, 2026, the Committee approved a grant of PSUs and RSUs to our currently employed named executive officers, with a delayed effective grant date of February 26, 2026, subject to the executives being employed through the grant date.
The PSUs will be granted under the 2026 Form of PSU Award. The Committee will grant the target base amount of PSUs to each named executive officer, which is the amount of PSUs to be awarded if each performance measures is achieved at 100% of the target, and the Relative TSR multiplier is 1.00. This base target amount will be determined by multiplying the executive’s 2026 annual base salary by 60% of the LTI award multiple and dividing this amount by the average closing share price of the Company’s common stock for the 10 trading days following the 2025 fourth quarter earnings release (such measurement period to be completed on February 26, 2026). As such, the grant of PSUs was approved with a delayed effective date of February 26, 2026, which is the date the number of PSUs to be granted becomes determinable. As disclosed above, the named executive officer can earn between 0% and 200% of the base target amount of PSUs depending on the achievement of the performance measures and Relative TSR multiplier over the Performance Period.
The RSUs will be granted under the 2021 Form of Restricted Stock Unit Award Agreement, filed February 24, 2021 as Exhibit 10.6 to the Company’s Form 8-K, which is incorporated herein by reference. The number of RSUs to be granted will be determined by multiplying the executive’s 2026 annual base salary by 40% of the LTI award multiple and dividing this amount by the average closing share price of the Company’s common stock for the 10 trading days following the 2025 fourth quarter earnings release (such measurement period to be completed on February 26, 2026). As such, the grant of the RSUs was approved with a delayed effective grant date of February 26, 2026, which is the date the number of RSUs to be granted becomes determinable. The RSUs are time-based and generally vest in one-third (1/3) increments on the first, second, and third anniversaries of the grant date,
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