The Long-Term Incentive Performance-Based Restricted Stock Units (the LTIP
Performance RSUs) were granted pursuant to the Issuer's 2015 Stock
Incentive Plan, as amended, and a related award agreement. The LTIP
Performance RSUs may vest subject to the Issuer's achievement with respect
to pre-established pre-tax income and revenue targets for each of the
fiscal years ending March 31, 2025, March 31, 2026, and March 31, 2027, and
subject to modification based on total shareholder return (the Performance
Criteria). The award has a cliff vesting date of March 31, 2027. The number
of LTIP Performance RSUs that will vest on March 31, 2027 will be
determined based on the Issuer's level of achievement with respect to the
Performance Criteria. If the Performance Criteria are not achieved at the
threshold level, no vesting will occur and the LTIP Performance RSUs will
be cancelled. The LTIP Performance RSUs will be settled in the Issuer's
common stock upon satisfaction of the Performance Criteria and the cliff
vesting date.
