The Long-Term Incentive Performance-Based Restricted Stock Units (the LTIP
Performance RSUs) were granted pursuant to the Issuers 2015 Stock Incentive
Plan, as amended, and a related award agreement. The LTIP Performance RSUs
may vest subject to the Issuers achievement with respect to pre-established
pre-tax income and revenue targets for each of the fiscal years ending
March 31, 2021, March 31, 2022, and March 31, 2023, and subject to
modification based on total shareholder return (the Performance Criteria).
The award has a cliff vesting date of March 31, 2023. The number of LTIP
Performance RSUs that will vest on March 31, 2023 will be determined based
on the Issuers 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 Issuers common
stock upon satisfaction of the Performance Criteria and the cliff vesting
date.