NOTE 9 — SHARE-BASED COMPENSATION

In August 2024, the Company granted share-based compensation to its employees. The grants consisted of 2.0 million restricted stock units (“RSUs”) and 1.4 million performance stock units (“PSUs”).

The RSUs were valued as of the grant date and vest 1/3 each year on August 8, 2025, 2026 and 2027. The grant date fair value of the RSUs was $4.6 million. This amount will be expensed over the service period.

The PSUs are subject to performance criteria of total shareholder return and relative shareholder return (collectively, the “TSR PSUs”) and cash return on capital employed (the “CROCE PSUs”). The performance period for the measurement of the performance goal began on January 1, 2024 and ends on December 31, 2026. To be eligible to receive the earned PSUs, employees must be employed from the grant date through December 31, 2026. Different levels of achievement across these metrics will affect the percentage of PSUs that the employee receives upon the satisfaction of the service requirement. The percentage of PSUs received upon vesting ranges from 0% to 200%.

The TSR PSUs will account for 60% of the target PSUs granted to employees. The TSR PSUs contain both a service condition and a market condition. The grant date fair value of the TSR PSUs was $2.2 million and was calculated using a Monte Carlo simulation. This amount will be expensed on a straight-line basis over the service period.

The CROCE PSUs will account for 40% of the target PSUS granted to employees. The CROCE PSUs contain both a service condition and a performance condition. The grant date fair value of the CROCE PSUs was $1.3 million. The cumulative compensation cost that will be recognized will be equal to the grant date fair value of the awards deemed probable of vesting multiplied by the percentage of the requisite service period that has been rendered. Unlike the TSR PSUs, if the performance condition is not satisfied, any previously recognized compensation expense is not reversed.