Common use of Initial Equity Award Clause in Contracts

Initial Equity Award. (A) VGH shall grant to the Executive an equity-based compensation award with a value equal to $2,500,000. Of such amount, 100% shall be granted in the form of a restricted stock unit award (the “Initial RSU Award”), subject to the Executive’s continued employment through the applicable grant date. (B) The number of shares VGH common stock subject to the Initial RSU Award shall be determined by dividing the average of the Company’s common stock closing price over the twenty business days prior to the Executive’s Commencement Date. The grant date shall be the Commencement Date. (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Initial RSU Award shall vest (and become exercisable, as applicable) (x) with respect to 25% of the shares underlying such Initial Award, on the first anniversary of the Commencement Date, and (y) as to the remaining 75% of the shares underlying such Initial Award, in substantially equal installments on each of the 12 quarterly anniversaries thereafter. The terms and conditions of the Initial RSU Award shall be set forth in an award agreement in a form prescribed by VGH, to be entered into by VGH and the Executive (the “Initial Award Agreement”). Except as otherwise specifically provided in this Agreement, each Initial RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the Initial Award Agreement. (vi) Annual Equity Award(s). For each calendar year during the Employment Period beginning in calendar year 2022, the Executive shall be eligible to receive an annual equity- based compensation award(s) in the sole discretion of as determined by the Board, or a subcommittee thereof, from time to time. The Board or such subcommittee shall determine in its sole discretion the grant timing, amount, form(s) and mix, and such other terms and conditions, applicable to any such annual equity-based compensation award, taking into account the Executive’s and the Company’s performance. (vii)

Initial Equity Award. Subject to the terms of the Company’s 2022 Equity Incentive Plan (Athe “Equity Incentive Plan”) VGH shall grant to and the form of RSU Award Grant Notice and award agreement issued thereunder, promptly following the Effective Date and approval by the Board, the Company will issue the Executive an equity-based compensation award with a value equal to $2,500,000. Of such amount, 100% shall be granted RSU Award (as defined in the form of a restricted stock unit award Equity Incentive Plan) for 625,064 (the “Initial RSU Award”)) shares of the Company’s common stock. The Initial RSU Award shall include the following additional terms: (1) subject to the Executive’s continued employment with the Company and the terms and conditions of the Equity Incentive Plan, the Initial RSU Award shall vest as follows, 50% of the Initial RSU Award shall vest on the first anniversary of the Effective Date and the remainder of the Initial RSU Award shall vest in equal monthly installments on the last day of each full month over the twelve (12) months following the first anniversary of the Effective Date, subject to the Executive’s continuous service with the Company or an Affiliate through such vesting dates; and (3) in the event that during the Employment Period the Company consummates a Change in Control (as defined below) and the Initial RSU Award is not assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by Section 6(c)(i) of the Equity Incentive Plan, then 100% of the unvested portion of the Initial RSU Award shall fully vest and become exercisable immediately prior to the effectiveness of such Change in Control, subject to the Executive’s continued employment through the applicable grant date. (B) The number of shares VGH common stock subject to the Initial RSU Award shall be determined by dividing the average of the Company’s common stock closing price over the twenty business days prior to the Executive’s Commencement Date. The grant date shall be the Commencement Date. (C) Subject to the Executive’s continued service with the Company through as of each such date and as further provided in the applicable vesting dateterms and conditions of this Agreement, the Initial RSU Award shall vest (and become exercisable, as applicable) (x) with respect to 25% of the shares underlying such Initial Award, on the first anniversary of the Commencement Date, and (y) as to the remaining 75% of the shares underlying such Initial Award, in substantially equal installments on each of the 12 quarterly anniversaries thereafter. The terms and conditions of the Initial RSU Award shall be set forth in an award agreement in a form prescribed by VGH, to be entered into by VGH and the Executive (the “Initial Award Agreement”). Except as otherwise specifically provided in this Agreement, each Initial RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the Initial Award Agreement. (vi) Annual Equity Award(s). For each calendar year during the Employment Period beginning in calendar year 2022, the Executive shall be eligible to receive an annual equity- based compensation award(s) in the sole discretion of as determined by the Board, or a subcommittee thereof, from time to time. The Board or such subcommittee shall determine in its sole discretion the grant timing, amount, form(s) and mix, and such other terms and conditions, applicable to any such annual equity-based compensation award, taking into account the Executive’s and the Company’s performance. (vii)Incentive Plan.

Initial Equity Award. (A) VGH Subject to approval of the Board or a subcommittee thereof, PubCo shall grant to the Executive an equity-based compensation award awards with a an aggregate value equal to $2,500,0001,000,000. Of such amount, 10075% shall be granted in the form of a restricted stock unit award (the “Initial RSU Award”) and 25% shall be granted in the form of a performance stock unit (the “Initial PSU Award” and together with the Initial RSU Award and Sign-On Equity Award, the “Equity Awards”)), subject to the Executive’s continued employment through the applicable grant date. (B) The number of shares VGH of Company common stock subject to the Initial RSU Award shall be determined by dividing $750,000 by the average of the Company’s common stock closing price over the twenty business days prior to and including the Executive’s Commencement Date. (C) The grant date number of shares of Company common stock subject to the the Initial PSU Award shall be determined by dividing $250,000 by the average of the Company’s common stock closing price over the twenty business days prior to and including the Executive’s Commencement Date. (CD) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Initial RSU Award shall vest (and become exercisable, as applicable) (x) with respect to 25% of the shares underlying such Initial RSU Award, on the first anniversary of the Commencement Date, and (y) as to the remaining 75% of the shares underlying such Initial RSU Award, in substantially equal installments on each of the 12 quarterly anniversaries thereafter. The terms and conditions of the Initial RSU Award shall be set forth in an award agreement in a form prescribed by VGHPubCo, to be entered into by VGH PubCo and the Executive (the “Initial RSU Award Agreement”). Except as otherwise specifically provided in this Agreement” and, each Initial RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the Initial Award Agreement. (vi) Annual Equity Award(s). For each calendar year during the Employment Period beginning in calendar year 2022, the Executive shall be eligible to receive an annual equity- based compensation award(s) in the sole discretion of as determined by the Board, or a subcommittee thereof, from time to time. The Board or such subcommittee shall determine in its sole discretion the grant timing, amount, form(s) and mix, and such other terms and conditions, applicable to any such annual equity-based compensation award, taking into account the Executive’s and the Company’s performance. (vii)together

Initial Equity Award. (A) VGH Subject to the approval of the Board or a subcommittee thereof, PubCo shall grant to the Executive on the Effective Date an equity-based compensation award covering shares of PubCo’s common stock with a an aggregate value equal to $2,500,000. Of such amount, 100% shall be granted in the form of a restricted stock unit award 1,000,000 (the “Initial RSU Equity Award”), subject to the Executive’s continued employment through on the applicable grant date. Of such amount, 75% of the Initial Equity Award value shall be granted in the form of a time-based restricted stock unit award that vests based on the Executive’s continued service with the Company (the “Initial RSU Award”), and the remaining 25% of the Initial Equity Award value shall be granted in the form of a performance-based restricted stock unit award that vests based on achievement of performance goals and continued service (the “Initial PSU Award”). (B) The number of shares VGH common time-based restricted stock units subject to the Initial RSU Award shall will be determined by dividing $750,000 by the average of the Company’s common stock closing price over the twenty business days prior to and including the ExecutiveEffective Date, and the number of performance-based restricted stock units subject to the Initial PSU Award will be determined by dividing $250,000 by the average of the Company’s Commencement Date. The grant date shall be common stock closing price over the Commencement twenty business days prior to and including the Effective Date. (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, (i) the Initial RSU Award shall vest (and become exercisable, as applicable) (x) with respect to 25% of the shares restricted stock units underlying such Initial RSU Award, on the first anniversary of the Commencement Effective Date, and (y) as to the remaining 75% of the shares restricted stock units underlying such Initial RSU Award, in substantially equal installments on each of the 12 quarterly anniversaries thereafterthereafter and (ii) the Initial PSU Award shall vest based on the achievement of performance goals over a performance period ending on December 31, 2023. The terms and conditions of the each Initial RSU Equity Award shall will be set forth in an a separate award agreement in a the form prescribed by VGHPubCo, to be entered into by VGH PubCo and the Executive (the “Initial Award AgreementAgreements”). Except as otherwise specifically provided in this Agreement, each the Initial RSU Award Equity Awards shall be governed in all respects by the terms of and conditions of the Plan and the applicable Initial Award Agreement. (vi) Annual Equity Award(s). For each calendar year during the Employment Period beginning in calendar year 2022, the Executive shall be eligible to receive an annual equity- based compensation award(s) in the sole discretion of as determined by the Board, or a subcommittee thereof, from time to time. The Board or such subcommittee shall determine in its sole discretion the grant timing, amount, form(s) and mix, and such other terms and conditions, applicable to any such annual equity-based compensation award, taking into account the Executive’s and the Company’s performance. (vii).

Initial Equity Award. (A) VGH shall grant Subject to approval by the Executive HRCC and the independent members of the Board, you will be eligible for an equityinitial long-based compensation term incentive award with a value equal to $2,500,000. Of such amount, 100% shall be granted under the GlobalShare Program in the form of performance stock units, with a restricted stock unit award grant date fair value of $3,000,000 (the “Initial RSU Equity Award”), subject separately and in addition to the Executive’s continued employment through annual long-term incentive awards described in Section 7 above. The value of the applicable grant date. (B) The Initial Equity Award will be converted into a number of shares VGH common stock subject to as of the Initial RSU Award shall be determined by dividing grant date using the average closing price of the Company’s common stock closing price over for the twenty business thirty consecutive trading days prior including and immediately preceding the grant date (the “Base Price”). The Initial Equity Award shall be earned in equal 25% increments upon the attainment of the applicable Stock Price Hurdle (as defined below) and which shall vest in four equal annual installments beginning on the one-year anniversary of the grant date, subject to the Executive’s Commencement Date. The grant achievement of the applicable Stock Price Hurdle as of each vesting date shall be the Commencement Date. (C) Subject to the Executive’s continued service and your continuous employment with the Company or an affiliate through such vesting date and the terms and conditions of the GlobalShare Program and the applicable award agreement. If a Stock Price Hurdle is not achieved by the applicable vesting date, then the shares subject to the portion of the Initial RSU Equity Award that are subject to such hurdle shall remain outstanding and be eligible to vest (and become exercisable, as applicable) (x) with respect on the next scheduled vesting date. Any shares subject to 25% a portion of the shares underlying such Initial Award, on Equity Award that is subject to a Stock Price Hurdle that is not achieved by the first four-year anniversary of the Commencement Date, and (y) as to the remaining 75% of the shares underlying such Initial Award, in substantially equal installments on each of the 12 quarterly anniversaries thereaftergrant date shall be forfeited. The terms and conditions For purposes of the Initial RSU Equity Award, a “Stock Price Hurdle” shall be attained upon the closing price of the Company’s common stock equaling or exceeding each of 125% (1st year), 150% (2nd year), 175% (3rd year) and 200% (4th year) of the Base Price, in each case, for at least thirty consecutive trading days. In the event of a termination of your employment due to your death or Disability (defined below), the Initial Equity Award, to the extent unvested, will vest in full for time vesting purposes, with the earned portion of the award to be determined based on the highest Stock Price Hurdle achieved as of the date of such termination of employment. The Initial Equity Award is subject to the Change in Control (as defined under the GlobalShare Program) provisions as set forth in detail in the GlobalShare Program, provided that, and notwithstanding anything in the GlobalShare Program to the contrary, performance for purposes of determining the vesting of the Initial Equity Award shall be set forth determined based on the highest Stock Price Hurdle achieved on or prior to the Change in an award agreement Control, with the per share Change in a form prescribed by VGH, Control consideration to be entered into by VGH used to determine whether the Stock Price Hurdle was achieved as of the date of the Change in Control and the Executive Initial Equity Award shall continue to vest in installments on the applicable vesting dates commensurate with the attained Stock Price Hurdle(s), subject to any accelerated vesting for a termination by the Company without Cause or your voluntary termination due to the existence of Good Reason (the “Initial Award Agreement”). Except each as otherwise specifically provided defined in this Agreement), each Initial RSU Award shall be governed in all respects either case, during the two-year period beginning on the date of a Change in Control, as provided in the GlobalShare Program. For the avoidance of doubt, if your employment is terminated other than (i) due to your death or Disability, or (ii) by the terms of and conditions Company without Cause or by you for Good Reason within two years following a Change in Control, you shall forfeit the unvested portion of the Plan and the Initial Equity Award Agreement. (vi) Annual Equity Award(s). For each calendar year during the Employment Period beginning in calendar year 2022, the Executive shall be eligible to receive an annual equity- based compensation award(s) in the sole discretion as of as determined by the Board, or a subcommittee thereof, from time to time. The Board or such subcommittee shall determine in its sole discretion the grant timing, amount, form(s) and mix, and such other terms and conditions, applicable to any such annual equity-based compensation award, taking into account the Executive’s and the Company’s performance. (vii)termination of employment for no consideration.

Initial Equity Award. No later than sixty (A60) VGH shall days following the Effective Date, the Board or a committee thereof will grant to the Executive you an equity-based compensation initial equity award with covering a value target number of shares equal to $2,500,0003,900,000, divided by the average per-share closing price of Company common stock for the twenty (20) trading days prior to the date of grant (the “Initial Equity Award”) under the Company’s 2015 Omnibus Incentive Plan, as amended (the “Equity Plan”). Of such amount, 100% shall Forty percent (40%) of the Initial Equity Award will be granted in the form of a time-based restricted stock unit award units (the “Initial RSU AwardRSUs”) and sixty percent (60%) of the Initial Equity Award will be granted in the form of performance-based share awards (the “Initial PSAs”). The performance conditions applicable to the Initial PSAs will be determined by the Board in its discretion, and the Initial PSAs and Initial RSUs will otherwise be subject to the standard terms and conditions applicable to equity incentive awards granted to senior executives of the Company; provided, that in the event of your death, disability (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)) or your termination of employment by the Company without “cause” (as such term is defined in the Company’s Executive Severance Plan, as may be amended from time to time (the “Executive Severance Plan”)), in each case, other than within two years following the date of a Change in Control Transaction (as defined in Section 20 below), the (a) Initial RSUs shall vest as to a number of shares of Company common stock equal to the product of (i) the number of Initial RSUs multiplied by (ii) a fraction, the numerator of which shall be the number of full calendar months between the date of grant and the date your employment terminated, and the denominator of which shall be the number of full calendar months from the date of grant to the final vesting date (such fraction, the “Proration Multiple”), subject provided that such resulting number of Initial RSUs shall be reduced by the number of Initial RSUs that vested prior to the Executive’s continued employment through the applicable grant date. date of your termination of employment, and (Bb) The Initial PSAs shall vest as to a number of shares VGH of Company common stock equal to the product of (i) the total target number of Initial PSAs that you would have been entitled to receive had your employment continued through the end of the performance period, multiplied by (ii) the Proration Multiple. Notwithstanding the foregoing, in the event of a “Qualifying Termination” or resignation by you for “Limited Good Reason”, in either case within two years after a “Change in Control Transaction”, the Initial Equity Awards shall vest in full (with the number of shares of common stock subject to the Initial RSU Award shall be any performance-based awards determined by dividing the average of the Company’s common stock closing price over the twenty business days prior to the Executive’s Commencement Date. The grant date shall be the Commencement Date. (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Initial RSU Award shall vest (and become exercisable, as applicable) (x) with respect to 25% of the shares underlying such Initial Award, on the first anniversary of the Commencement Date, and (y) as to the remaining 75% of the shares underlying such Initial Award, in substantially equal installments on each of the 12 quarterly anniversaries thereafter. The terms and conditions of the Initial RSU Award shall be set forth in an award agreement in a form prescribed by VGH, to be entered into by VGH and the Executive clause (the “Initial Award Agreement”). Except as otherwise specifically provided in this Agreement, each Initial RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the Initial Award Agreement. (vii) Annual Equity Award(s). For each calendar year during the Employment Period beginning in calendar year 2022, the Executive shall be eligible to receive an annual equity- based compensation award(s) in the sole discretion of as determined by the Board, or a subcommittee thereof, from time to time. The Board or such subcommittee shall determine in its sole discretion the grant timing, amount, form(s) and mixabove, and such other all terms and conditions, applicable to any such annual equity-based compensation award, taking into account the Executive’s and the Company’s performance. (viiused herein as defined in Section 20 below).