ROLLINS, INC. PERFORMANCE SHARE UNIT AWARD AGREEMENT GRANT This Performance Share Unit Award Agreement (this “Agreement”) evidences the grant by Rollins, Inc., a Delaware corporation (the “Company”), pursuant to the Rollins, Inc. 2018 Stock Incentive...
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XXXXXXX, INC. PERFORMANCE SHARE UNIT AWARD AGREEMENT GRANT This Performance Share Unit Award Agreement (this “Agreement”) evidences the grant by Xxxxxxx, Inc., a Delaware corporation (the “Company”), pursuant to the Xxxxxxx, Inc. 2018 Stock Incentive Plan (the “Plan”), to __________ (“Participant”), an employee of the Company, of a combined standard “target” amount of __________ Performance Share Units,* with each such Performance Share Unit representing the right to receive, to the extent then vested, an amount payable in Stock, with such amount determined as provided in Section 3 below, subject to the terms and conditions of this Agreement. This award (this “Award”) of Performance Share Units is granted effective as of February 16, 2023 (the “Grant Date”). XXXXXXX, INC. By: ________________________________ Title: ______________________________ By accepting this Award by signing below, Participant accepts and agrees to be bound by all of the terms and conditions of this Award, including the Terms and Conditions set forth below and the terms and conditions of the Plan. (Participant’s failure to sign below will indicate Participant’s decision not to accept this Award, in which case the granting of this Award will be null and void.) Electronic Acceptance: ________________________ Date: ________________________ * As further described in the Terms and Conditions below, these Performance Share Units may vest and be payable at 100% upon achievement of applicable target performance ranges based on Company CAGR and Adjusted EBITDA (and subject to continued employment), or may vest and be payable at up to 200%, or less than 100% (or not at all), depending on the applicable performance ranges achieved for such metrics. Furthermore, as described in the Terms and Conditions below, this Agreement also provides for a potential additional bonus “kicker” amount of __________ Performance Share Units that may vest and be payable at 100% upon achievement of the applicable TSR target performance range (and subject to continued employment), or may vest and be payable at up to 200%, or less than 100% (or not at all), depending on the applicable performance range achieved.
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5 4. Settlement of Award. The Performance Share Units awarded hereunder (and applicable Dividend Equivalents) shall become payable upon vesting (as described in Section 3 above) and be paid out in Stock (rounded down to the nearest share), subject to the terms and conditions of this Agreement, no later than March 15 of the calendar year following the calendar year of vesting (i.e., March 15 of the calendar year following the calendar year in which the Performance Share Units no longer are subject to a substantial risk of forfeiture under Section 409A). 5. Miscellaneous. (a) Entire Agreement. This Agreement, which incorporates all of the terms and conditions of the Plan, constitutes the entire agreement of the parties hereto with respect to this Award and the Performance Share Units awarded hereunder and supersedes any and all prior agreements between the parties, whether written or oral, with respect thereto. Participant acknowledges that Participant has had the opportunity to engage legal counsel, as chosen by Participant, and that Participant has been afforded an opportunity to review this Agreement with such legal counsel. No representation, inducement, promise, or agreement or other similar understanding between the parties not embodied herein or in the Plan shall be of any force or effect, and no party will be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein or in the Plan. (b) Withholding of Taxes. The Company or a Subsidiary shall have the right upon the vesting or payout, as applicable, of this Award to take such action, if any, as it deems necessary or appropriate to satisfy applicable federal, state and local tax withholding requirements arising out of the vesting or payout, as applicable, of this Award, including (but not limited to) withholding from any amounts due Participant. (c) Modification and Amendment. No modification or amendment of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought, except where provided to the contrary in Section 5(e) below; provided, however, that the Performance Share Units awarded hereunder, and the shares of stock of the Company generally reflected thereby, may be adjusted in accordance with the terms of the Plan. (d) Governing Law; Headings; Number. This Agreement and the Award made and actions taken hereunder shall be governed and construed in accordance with the Delaware General Corporation Law, to the extent applicable, and in accordance with the laws of the State of Georgia in all other respects. The section and subsection headings contained herein are for the purpose of convenience of reference only and are not intended to define or limit the contents of said sections and subsections. Whenever appropriate herein, words used in the singular in this Agreement may mean the plural, and the plural may mean the singular. (e) Section 409A and Tax Consequences. This Agreement and the Performance Share Units awarded hereunder, and any payments made pursuant thereto, are intended to comply with the provisions of Section 409A of the Code, and any applicable Treasury Regulations or other Treasury guidance issued thereunder, (“Section 409A”), to the extent applicable, or an exception thereto, and will be administered, interpreted and construed in a manner consistent with such intent (and, in this connection, it is intended that any adjustments made or
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7 Schedule A1 Revenue Growth 3-Year CAGR % Payout 10% or Higher 200% 9 – 9.9% 180% 8 – 8.9% 140% 7 – 7.9% (“Target”) 100% (“Target”) 6 – 6.9% 60% 5 – 5.9% 20% Below 5% 0% 1 Note that the “Target” 100% payout number of Performance Share Units determined based on revenue growth represents half of the total 25% of the overall target equity-based awards to Participant in the form of Performance Share Units, which overall target equity-based awards are comprised (i) 75% of restricted stock and (ii) 25% of Performance Share Units (which Performance Share Units are evidenced by this Agreement).
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8 Schedule B2 Adjusted EBITDA Margin 3-Year Avg. Adjusted EBITDA Margin % Payout 24% or Higher 200% 23 – 23.9% 180% 22 – 22.9% 140% 21 – 21.9% (“Target”) 100% (“Target”) 20 – 20.9% 60% 19 – 19.9% 20% Below 19% 0% 2 Note that the “Target” 100% payout number of Performance Share Units determined based on Adjusted EBITDA margin represents half of the total 25% of the overall target equity-based awards to Participant in the form of Performance Share Units, which overall target equity-based awards are comprised (i) 75% of restricted stock and (ii) 25% of Performance Share Units (which Performance Share Units are evidenced by this Agreement).
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9 Schedule C3 TSR “Kicker” 3-Year TRS Relative to S&P 500 % Payout 75% or Higher 200% 65 – 74.9% (“Target”) 100% (“Target”) 50 – 64.5% 80% Below 50% 0% 3 Note that the “Target” 100% payout number of “kicker” Performance Share Units determined based on TSR is a kicker amount equal to half of the total 25% of the overall target equity-based awards to Participant in the form of Performance Share Units, which overall target equity-based awards are comprised (i) 75% of restricted stock and (ii) 25% of Performance Share Units (which Performance Share Units are evidenced by this Agreement).