Transaction Details

Footnotes

Each Restricted Stock Unit ("RSU") represents the right to receive the Fair Market Value (as defined below) of one share of the common stock of the Issuer (a "Share"). | Subject to the terms of the applicable award agreement, one-third of these RSUs will vest on each of the first, second and third anniversaries of the grant date and will be settled in cash in an amount equal to the closing price ("Fair Market Value") of one Share. | Each Performance Share Unit ("PSU") represents the contingent right to receive one Share based on certain vesting conditions. | Subject to the terms of the applicable award agreement, the number of PSUs that will vest and the number of Shares that will be awarded, if any, are contingent on the Issuer's cumulative Adjusted EBITDA and cumulative Adjusted Free Cash Flow, each as compared to target amounts, achieved over the three year period from 2025 through 2027.