Crosby Wendel sold USAP

Footnotes

Each Performance-Based Restricted Stock Unit ("Executive PSU") represents the contingent right to receive one share of the Issuer's common stock, subject to the conditions set forth in the award agreement. Per the terms of the award agreement governing the Executive PSUs, the number of Executive PSUs to be earned by the reporting person ranged from 0% to 200% of the target number of Executive PSUs granted, based upon a composite of (i) the total stockholder return of the Company's common stock relative to its peer group index over a performance period consisting of the three fiscal years ending December 31, 2026 (the "TSR Condition") and (ii) certain return on invested capital thresholds set forth in the award (the "ROIC Condition"), where each of the TSR Condition and ROIC Condition are weighted at 50%, and provided the reporting person remains in continuous service through December 31, 2026.; Pursuant the Merger Agreement, at the Effective Time, each outstanding Executive PSU that was outstanding immediately prior to the Effective Time was, by virtue of the Merger, converted into a cash-settled award representing the right to receive the Merger Consideration per share of common stock covered thereby, with the number of such Executive PSUs earned determined in accordance with the following performance conditions: (a) for each fiscal year in the performance period that occurs prior to the fiscal year in which the Closing Date occurs, the original Company performance metrics shall be used to calculate the number of performance units earned in respect of such fiscal year, as such metrics are set forth in the original award agreement; (continued below); (continued from footnote 4) (b) for each fiscal year in the performance period that occurs during or after the fiscal year in which the Closing Date occurs, such original Company metrics will be replaced with metrics related to (x) earnings before interest, taxes, depreciation, and amortization, and (y) return on capital employed, including for the performance period covering fiscal years 2024 through 2026; and (c) for the fiscal year in which the Closing Date occurs and any subsequent fiscal years in the performance period, the number of shares of common stock subject to such Executive PSU award will be calculated at the greater of target or actual performance; provided, however, that performance for the 2024 fiscal year will be calculated at maximum performance.