MSU Grant Exhibit:
The number of MSUs that vest will be based on the Company's total stockholder
return ("TSR") relative to the performance of the component companies in the
NASDAQ Telecommunications Index (the "NASDAQ Telecom Index") measured over a
four-year performance period covering fiscal years 2024 through 2027, with
one-year (fiscal 2024), two-year (fiscal 2024 and 2025), three-year
(fiscal 2024, 2025, and 2026), and four-year (fiscal 2024, 2025, 2026
and 2027) performance periods. The TSR for each period
will be compared against the period of November 7, 2023 to December 21, 2023.
The MSU award will be divided into four equal tranches, with one tranche
assigned to each measurement period.
The actual number of shares that vest will be determined by the Compensation
Committee after the end of each measurement period based on the relative TSR
for the period and will range from 0% to 150% of the target amount for that
period. In order to vest in 100% of the target number of MSUs, the Company's
TSR must be at the 55th percentile of the NASDAQ Telecom Index for each
measurement period.
The actual percentage of shares earned will be determined by the Committee at
the end of each year of the MSU Performance Period and will be interpolated
on a linear basis for performance between threshold and target for each level
of achievement as follows:
Performance Threshold/Target............Shares Earned
0-25th Percentile.......................0% of Target Shares
25th-55th Percentile....................0%-100% of Target Shares
55th-100th Percentile...................100%-150% of Target Shares
Each earned unit converts into one share of common stock on the vesting date.