Active 69831019.2.DOCX ENCORE WIRE CORPORATION 2020 LONG TERM INCENTIVE PLAN Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Encore Wire Corporation, a Delaware corporation...
Active 69831019.2.DOCX ENCORE WIRE CORPORATION 2020 LONG TERM INCENTIVE PLAN Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Encore Wire Corporation, a Delaware corporation (the “Company”), and [NAME] (the “Participant”), effective as of [DATE], 2024 (the “Grant Date”). RECITALS WHEREAS, the Company has adopted the Encore Wire Corporation 2020 Long Term Incentive Plan (as the same may be amended from time to time, the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement, and capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to those terms in the Plan; and WHEREAS, the Committee has authorized and approved the grant of an Award of Restricted Stock Units to the Participant that will provide the Participant the opportunity to receive shares of the common stock of the Company (the “Common Stock”) upon the settlement of the Award on the terms and conditions set forth in the Plan and this Agreement. NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows: 1. Grant of Restricted Stock Unit Award. The Company hereby grants to the Participant the number of Restricted Stock Units set forth in the next sentence, on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in the Plan. This award consists of 50,000 time-based restricted stock units (“RSUs”) and 50,000 (at the target level of performance) performance-based restricted stock units (“PRSUs”). 2. Vesting and Forfeiture of Restricted Stock Units. Subject to the terms and conditions set forth in the Plan and this Agreement, the Restricted Stock Units shall vest as follows: (a) General. Except as otherwise provided in this Section 2, the Restricted Stock Units shall vest (in whole shares, rounded down) according to the following schedule, subject to the Participant’s continued employment with the Company or its Affiliate through each applicable vesting date and, in the case of PRSUs, also subject to the applicable performance-based vesting conditions set forth in Section 2(b) below: Number of Restricted Stock Units Vesting Vesting Date 1/3 of the RSUs and 1/3 of the PRSUs (at target), each rounded down to the nearest whole Restricted Stock Unit First Anniversary of the Grant Date 1/3 of the RSUs and 1/3 of the PRSUs (at target), each rounded down to the nearest whole Restricted Stock Unit Second Anniversary of the Grant Date Remainder of the RSUs and remainder of the PRSUs (at target) Third Anniversary of the Grant Date
3 If the Company’s TSR performance for the Prior 36- Month Period relative to the performance of the Index for that same period is: The Performance Achievement Percentage will be: Equal (for example, the Company’s TSR is plus 40% and the Index performance is also plus 40%) 100% Positive (for example, the Company’s TSR is plus 50% but the Index performance is plus 40%) 100% increased (but not above 150%) by the proportionate amount (expressed as a percentage) by which the Company’s TSR for the Prior 36-Month Period exceeded the performance of the Index for that same period (i.e., in the example given, the Performance Achievement Percentage would be 125% because a 50% increase in TSR for the applicable period is 25% greater than a 40% increase for the applicable period) Negative (for example, the Company’s TSR is plus 30% but the Index performance is plus 40%) 100% reduced (but not below 50%) by the proportionate amount (expressed as a percentage) by which the Company’s TSR for the Prior 36-Month Period was less than the performance of the Index for that same period (i.e., in the example given, the Performance Achievement Percentage would be 75% because a 30% increase in TSR for the applicable period is 25% less than a 40% increase for the applicable period) (iii) For purposes of this Agreement, “TSR” means total shareholder return, and shall be calculated based on the closing price (in regular trading on the principal exchange for which the stock is listed or admitted to trade) for a share of Company common stock on the last trading day before the start of the applicable measurement period and the closing price (in regular trading on the principal exchange for which the stock is listed or admitted to trade) for a share of Company common stock on the last trading day of the applicable measurement period, assuming the reinvestment of dividends, and equitably adjusted to account for stock splits, reverse stock splits, and stock dividends. For purposes of this Agreement, the performance of the Index shall be expressed as a percentage return over the applicable measurement period of an investment made in the Index at the start of that measurement period.
8 address (as applicable) and will be deemed effective upon confirmation of receipt by the sender of such transmission. (f) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter of this Agreement. (g) Waiver. No waiver of any breach or condition of this Agreement will be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature. (h) Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal representative(s), distributees, administrator, permitted transferees, permitted assignees, beneficiaries, and legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof. (i) Severability. The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable. (j) Amendment. Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company. (k) Choice of Law; Jurisdiction. This Agreement and all claims, causes of action or proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or relate to this Agreement will be governed by the internal laws of the State of Delaware, excluding any conflicts or choice-of-law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. (l) Clawback. To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by the Board (or a committee thereof), any shares of Common Stock granted and Dividend Equivalents paid under this Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company, which clawback policies or procedures may provide for forfeiture and/or recoupment of such shares of Common Stock and Dividend Equivalents. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right, without the Participant’s consent, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect. (m) Unfunded Award. The Award represents an unfunded, unsecured right to receive shares of Common Stock and the associated Dividend Equivalents in accordance with the terms of this Agreement, and the Company shall not be required to
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[Signature Page – Restricted Stock Unit Award Agreement] IN WITNESS WHEREOF, the Company and the Participant have executed this Restricted Stock Unit Award Agreement as of the dates set forth below. PARTICIPANT ENCORE WIRE CORPORATION Signature: By: Print Name: Name: Date: Its: Date: