Common use of Vesting and Distribution Clause in Contracts

Vesting and Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. (b) The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned ROIC Restricted Stock Units”): 1. An amount, not less than zero, equal to one-third of the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier (as defined herein) determined based upon the Company’s ROIC (as defined herein) in fiscal year [20__]; plus 2. An amount, not less than zero, equal to (A) two-thirds of the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier determined based upon the average ROIC in fiscal years 20__ and 20__ minus (B) the amount determined pursuant to Section 2(b)(1) above; plus 3. An amount, not less than zero, equal to (A) the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier determined based upon the average ROIC in fiscal years Xxxxxx Solutions Inc. Restricted Stock Unit Agreement-ROIC Page 2 of 11 20__, 20__, and 20__ minus (B) the amount determined pursuant to Sections 2(b)(1)and 2(b)(2) above. The ROIC Performance Multiplier for purposes of the above calculations will be determined by reference to the following tables based upon the average ROIC over the indicated fiscal periods: Fiscal Year 20__ ROIC ROIC Performance Multiplier 0% 25% 100% 200% Fiscal Year 20__ and Fiscal Year 20__ Average ROIC ROIC Performance Multiplier 0% 25% 100% 200% Fiscal Year 20__, Fiscal Year 20__ and Fiscal Year 20__ Average ROIC ROIC Performance Multiplier 0% 25% 100% 200% The ROIC Performance Multiplier will be determined using straight-line interpolation based on the actual average ROIC other than those listed in the charts above. For purposes of this Section 2(b), the “Return on Invested Capital” for any fiscal period is computed by dividing Adjusted Net Earnings by the Average of Beginning and Ending Invested Capital during the period, and where invested capital is the sum of equity plus long term debt less cash and cash equivalents. Adjusted Net Earnings means the Net Earnings attributable to the Company as reported in its consolidated financial statements for such period determined in accordance with accounting principles generally accepted in the United States (“GAAP”) (A) as may be adjusted to eliminate the effects of (i) costs associated with restructuring activities, as determined in accordance with GAAP, regardless of whether the Company discloses publicly the amount of such restructuring costs or the fact that the Company engaged in restructuring activities during the periods restructuring costs were incurred; and (ii) gains or losses associated with discontinued operations, as determined in accordance with GAAP, but limited to the first reporting period an operation is determined to be discontinued and Xxxxxx Solutions Inc. Restricted Stock Unit Agreement-ROIC Page 3 of 11

Vesting and Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. (b) The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned ROIC Restricted Stock Units”): 1. i. An amount, not less than zero, equal to one-third of the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier (as defined herein) determined based upon the Company’s 's ROIC (as defined herein) in fiscal year [20__]; 2020; plus 2ii. An amount, not less than zero, equal to (A) two-thirds of the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier determined based upon the average ROIC in fiscal years 20__ 2021 and 20__ 2020 minus (B) the amount determined pursuant to Section 2(b)(1) above; above; plus 3iii. An amount, not less than zero, equal to (A) the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier determined based upon the average ROIC in fiscal years Xxxxxx Solutions Inc. Restricted Stock Unit Agreement-ROIC Page 2 of 11 20__2020, 20__2021, and 20__ 2022 minus (B) the amount determined pursuant to Sections 2(b)(1)and 2(b)(2) above. The ROIC Performance Multiplier for purposes of the above calculations will be determined by reference to the following tables based upon the average ROIC over the indicated fiscal periods: Fiscal Year 20__ ROIC ROIC Performance Multiplier 0% 25% 100% 200% Fiscal Year 20__ and Fiscal Year 20__ Average ROIC ROIC Performance Multiplier 0% 25% 100% 200% Fiscal Year 20__, Fiscal Year 20__ and Fiscal Year 20__ Average ROIC ROIC Performance Multiplier 0% 25% 100% 200% The ROIC Performance Multiplier will be determined using straight-line interpolation based on the actual average ROIC other than those listed in the charts above. For purposes of this Section 2(b), the “Return on Invested Capital” for any fiscal period is computed by dividing Adjusted Net Earnings by the Average of Beginning and Ending Invested Capital during the period, and where invested capital is the sum of equity plus long term debt less cash and cash equivalents. Adjusted Net Earnings means the Net Earnings attributable to the Company as reported in its consolidated financial statements for such period determined in accordance with accounting principles generally accepted in the United States (“GAAP”) (A) as may be adjusted to eliminate the effects of (i) costs associated with restructuring activities, as determined in accordance with GAAP, regardless of whether the Company discloses publicly the amount of such restructuring costs or the fact that the Company engaged in restructuring activities during the periods restructuring costs were incurred; and (ii) gains or losses associated with discontinued operations, as determined in accordance with GAAP, but limited to the first reporting period an operation is determined to be discontinued and Xxxxxx Solutions Engineering Group Inc. Restricted Stock Unit Agreement-ROIC Page 3 2 of 1112 Fiscal Year 2020 Fiscal Year 2020 and Fiscal Year 2021 Fiscal Year 2020, Fiscal Year 2021 and Fiscal Year 2022

Vesting and Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. (b) The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned ROIC Restricted Stock Units”): 1. An amount, not less than zero, equal to one-third of the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier (as defined herein) determined based upon the Company’s 's ROIC (as defined herein) in fiscal year [20__]; 2019; plus 2. An amount, not less than zero, equal to (A) two-thirds of the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier determined based upon the average ROIC in fiscal years 20__ 2020 and 20__ 2019 minus (B) the amount determined pursuant to Section 2(b)(1) above; above; plus 3. An amount, not less than zero, equal to (A) the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier determined based upon the average ROIC in fiscal years 2019, 2020, and 2021 Xxxxxx Solutions Engineering Group Inc. Restricted Stock Unit Agreement-ROIC Page 2 of 11 20__, 20__, and 20__ Agreement minus (B) the amount determined pursuant to Sections 2(b)(1)and 2(b)(2) above. The ROIC Performance Multiplier for purposes of the above calculations will be determined by reference to the following tables based upon the average ROIC over the indicated fiscal periods: Fiscal Year 20__ ROIC ROIC Performance Multiplier 0% 25% 100% 200% 2019 Fiscal Year 20__ 2019 and Fiscal Year 20__ Average ROIC ROIC Performance Multiplier 0% 25% 100% 200% Fiscal Year 20__, Fiscal Year 20__ and Fiscal Year 20__ Average ROIC ROIC Performance Multiplier 0% 25% 100% 200% The ROIC Performance Multiplier will be determined using straight-line interpolation based on the actual average ROIC other than those listed in the charts above. For purposes of this Section 2(b), the “Return on Invested Capital” for any fiscal period is computed by dividing Adjusted Net Earnings by the Average of Beginning and Ending Invested Capital during the period, and where invested capital is the sum of equity plus long term debt less cash and cash equivalents. Adjusted Net Earnings means the Net Earnings attributable to the Company as reported in its consolidated financial statements for such period determined in accordance with accounting principles generally accepted in the United States (“GAAP”) (A) as may be adjusted to eliminate the effects of (i) costs associated with restructuring activities, as determined in accordance with GAAP, regardless of whether the Company discloses publicly the amount of such restructuring costs or the fact that the Company engaged in restructuring activities during the periods restructuring costs were incurred; and (ii) gains or losses associated with discontinued operations, as determined in accordance with GAAP, but limited to the first reporting period an operation is determined to be discontinued and Xxxxxx Solutions Inc. Restricted Stock Unit Agreement-ROIC Page 3 of 112020

Vesting and Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. (b) The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned ROIC Restricted Stock Units”): 1. An amount, not less than zero, equal to one-third of the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier (as defined herein) determined based upon the Company’s 's ROIC (as defined herein) in fiscal year [20__]; 2022; plus 2. An amount, not less than zero, equal to (A) two-thirds of the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier Xxxxxx Engineering Group Inc. Restricted Stock Unit Agreement-ROIC determined based upon the average ROIC in fiscal years 20__ and 20__ minus (B) the amount determined pursuant to Section 2(b)(1) above; above; plus 3. An amount, not less than zero, equal to (A) the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier determined based upon the average ROIC in fiscal years Xxxxxx Solutions Inc. Restricted Stock Unit Agreement-ROIC Page 2 of 11 20__, 20__, and 20__ minus (B) the amount determined pursuant to Sections 2(b)(1)and 2(b)(2) above. The ROIC Performance Multiplier for purposes of the above calculations will be determined by reference to the following tables based upon the average ROIC over the indicated fiscal periods: Fiscal Year 20__ ROIC ROIC Performance Multiplier 0% 25% 100% 200% Fiscal Year 20__ and Fiscal Year 20__ Average ROIC ROIC Performance Multiplier 0% 25% 100% 200% Fiscal Year 20__, Fiscal Year 20__ and Fiscal Year 20__ Average ROIC ROIC Performance Multiplier 0% 25% 100% 200% The ROIC Performance Multiplier will be determined using straight-line interpolation based on the actual average ROIC other than those listed in the charts above. For purposes of this Section 2(b), the “Return on Invested Capital” for any fiscal period is computed by dividing Adjusted Net Earnings by the Average of Beginning and Ending Invested Capital during the period, and where invested capital is the sum of equity plus long term debt less cash and cash equivalents. Adjusted Net Earnings means the Net Earnings attributable to the Company as reported in its consolidated financial statements for such period determined in accordance with accounting principles generally accepted in the United States (“GAAP”) (A) as may be adjusted to eliminate the effects of (i) costs associated with restructuring activities, as determined in accordance with GAAP, regardless of whether the Company discloses publicly the amount of such restructuring costs or the fact that the Company engaged in restructuring activities during the periods restructuring costs were incurred; and (ii) gains or losses associated with discontinued operations, as determined in accordance with GAAP, but limited to the first reporting period an operation is determined to be discontinued and Xxxxxx Solutions Engineering Group Inc. Restricted Stock Unit Agreement-ROIC Page 3 of 11ROIC