2 (iv) To determine whether, and the extent to which, adjustments are required , including any adjustments t o P erformance Goals, the P erformance M odifier and the components of the Performance Modifier pursuant to Section 5 hereof; (v) To interpret and construe the Plan, any rules and regulations under the Plan, and the terms and conditions of any incentive bonus payment provided hereunder, and to make exceptions to any such provisions in good faith and for the benefit of the Company ; and (vi) To make all other determinations deemed necessar y or advisable for the administration of the Plan. (b) All decision s, determinations and interpretations by the Administrator regarding the Plan and incentive bo nus payments shall be final and binding on all Participants. The Administrator may consider such fa ctors, as it deems relevant to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any director, officer or employee of the Company and such attorneys, consultants and accountants as it may select. 4. Target Bonus and Earned Bonus (a) Each Participant sha ll have a target ince ntive bonus for each Performance Period during the term of this Plan stated as a percentage of his or her annual base salary (the “ Target Bonus Percentage ”). Bonus payments under this Plan, if any, shall be paid based on performance measurements de termined at the end of the applicable Performance Period . (b) A Participant’s actual base salary paid for the applicable Perfor mance Period , as reflected in the Company ’s payroll records, s hall be used to calculate the Base Bonus, Modified Bonus and Earned B onus for such Performance Period; provided, however, for any Participant not employed for the full Performance Period such actual base sa lary shall be annualized . The actual base salary used to calcul ate the Earned B onus shall not be reduced for any contributions made to the Company ’s 401(k) plan (if any) or other deferred compensation plans, and shall be exclusive of any awards under the P lan or any other bonus, incentive (including equity incentive) or special pay awards. (c) Except as otherwise provided in any written employment, offer letter, severance, change in control, or similar agreement between the Company or any of its s ubsidiaries and Participant (each, a “ Related Agreement ”) , an incentive bonus payment shall be paid to a Participant only if the Participant is, and has been, continuously (except for any absence for vacation, leave, etc. in accordance with the Company's or its s ubsid iaries' policies) employed by the Company or any of its s ubsidiaries , except as permitted by Section 6 hereof. (d) Financial results for Performance Goals and, if applicable, the objective components of the Performance Modifier must be finalized as appropriate by the Chief Financial Officer (or person having similar duties) and must be computed using financial results audited by an independent registered public accounting firm before Earned B onuses can be calculated and paid. Further, no incen tive bonus payments will be paid unless and until the Administrator

3 approves payments in accordance with the Plan. The incentive bonus payments hereunder shall, in the Administrator ’s dis cretion, be paid in cash and/or securities or other property. (e) Notwithstanding Section 4(d) hereof, Ear ned Bonuses payable hereunder shall , generally, be paid in February or March of the year subsequent to the Performance Period, with the specific date of p ayment in such applicable period determined by the Administrator . 5. Performance Measures and Earned Bonus (a) The Administrator shall determine one or more performance periods in each fiscal year , and each applicable period is referred to herein as a “ Performance Period ”. (b) A base bonus shall be determined for each Participant for each Performance Period based upon the achievement of certain Performance G oals (as defined below) as determined by the Admini s trator , in its discretion , for the applicable Perf ormance Period (referred to as the “ Base Bonus ”). The Base Bonus may be modified by a Performance M odifier (as defined below) as determined by the Administrator , in its discretion, and as so modified or not shall be referred to as the “ Modified Bonus ”. T he Modified Bonus may be further modified by the Administrator in its sole discretion, including as set forth in this Plan, and as so further modified or not, shall be referred to as the “ Earned Bonus ”. (c) Performance Goals and Performance Modifier . (i) Performance Goals . Performance goals as determined by the Administrator, in its discretion , shall include the achievement of one or more specific financial or non - financial measurements (the “ Performance Goals ”) . The Administrator may also determine, fo r each Performance Period, the minim um performance achievement of one or more Performance Goals necessary before any b onus may be paid under the Plan. (ii) Performance Modifier . The “Modified Bonus,” if any, shall be calculated as the Base Bonus multiplied by a performance modifier, if any, as determined by the Administrator , in its discretion . The p erformance m odifier, if any, shall be determined by the Administrator , in its discretion, based on the achievement of one or more components consisting of financial or non - financial measurements, each of which may be objective and/or subjective, for the Performance Period (the “ Performance Modifie r ”) . The Administrator may also determine, for each Performance Period, the minimum per formance achievement of one or more components of the Performance Modifier necessary before the Performance M odifier may be applied under the Plan. (d) Adjustments to and Weighting of Performance Goals and Performance Modifier in Performance Period . (i) Adjustme nts . The Administrator has the discretion to adjust Performance Goals and the components of the Performance Modifier , as appropriate , for the occurrence of unusual, non - re curring or extra - ordinary events or matter s , including if such event s or matter s are not reflective of the Company ’s ongoing operations and related tax effects .

4 (ii) Weighting . The Administrator shall have the authority to determin e the relative weight of (i) the Performance G oals , the Performance Modifier and the components of the Performance Modifier and (ii) the achievement of threshold, target and maxim um performance (and the c orrelation between such achievement levels ) that comprise such Performance G oals , the Performance Modifier and the components Per formance Modifier . (e) Extraordinary Adjustments . Notwithstanding the attainment of the Performance Goals or the Performance Modifier, all Earned B onuses under the Plan are subject to adjustment, reduction or elimination by the Administrator , in its discret ion, prior to payment. For example, but not as a limitation of the foregoing general provisi on, a reduction in any and all Earned B on uses may be made if performance is achieved in ways that are considered not in the best interests of the Company ’s stockho lders or not auth orized by the Board or management. Furthermore, the Administrator also may adjust the Base Bonus or Modified Bonus of one or more Participants in order to ensure the Company ’s aggregate Earned Bonus payments under the Plan do not exceed the funding authorized under the Plan. (f) The Earned Bonus shall be payable at the time set forth in Section 4(e) hereof . 6. Termination of Employment; Change in Control. (a) Death or Disability During the Performance Period . Except as required otherwise b y applicable law or regulation or as otherwise provided in any Related Agreement , i f the Participant ’s employment with the Company terminates prior to the payment date for the applicable Performance Period by reason of the Participant ’s death or due to Dis ability, then in any such case, the Participant shall receive a pro rata bonus for the applicable Participant for the Performance Period during which the Participant was terminated in accordance with Section 7 hereof. For purposes of this Agreement, Participan t will be deemed to have a “Disability” if, because of a physical or mental impairment, Participant has been unable to perform the essential functions of their position, with or without reasonable accommodation, for a period of one hundred eighty (180) days within any 12 - month period as determined by a medical doctor approved by the Board and the Participant . (b) Voluntary Termination . Except as otherwise provided in any Related Agreement , i f a Participant’s employment is terminated due to a voluntar y termination prior to the payment date for the applicable Performance Period , excluding a retirement that meets the definition of retirement established by the Administrator (if any) or when payment is required for retirement defined under applicable law or regulation (each, a “ qualifying retirement ”) , no bonus will be earned by or paid to the Participant. In the case of qualifying retirement meeting the definition established by the Administrator , the Administrator shall have the discretion, but not the obligation, to pay a pro rata bonus to such Participant for the Performance Period during which the Participant retired in accordance with Section 7 hereof . (c) Involuntary Termination . Except as otherwise provided in any Related Agreement , i f a Participant’s employment is terminated for cause (but excluding any other event otherwise described in this Section 6) prior to the payment date for the applicable Performance Period , no bonus will be earned by or paid to the Participant. For purposes of the Plan, a t ermination for

5 “cause” means a material failure to perform such employee’s duties and responsibilities to a satisfactory degree, any violation of laws or regulations or a material violation of Company policies and procedures. If a Participant’s employment is terminated without cause, the Administrator shall have the discretion, but not the obligation, to approve a pro rata bonus for the applicable Participant for the Performance Period during which th e Participant was terminated in accordance with Section 7 hereof . (d) Change in Control . Except as otherwise provided in any Related Agreement , i f there is a Change in Control (as defined under the Company ’s 2020 Stock Incentive Plan, as amended, or any suc cessor equity incentive plan) and a Participant is terminated by the Company (or any successor thereof, by merger, acquisition or otherwise) within six months of such Change in Control for any reason other than for intentional acts of material misconduct o r omission in carrying out the duties and responsibilities of such Participant’s position, such Participant shall earn a cash bonus equal to the Target Bonus Percentage for the applicable Performance Period in which the Change in Control occurred multiplie d by the greater of his or her actual base salary in effect on the date of (i) the employment termination and (ii) the Change in Control. Such payments shall be paid in cash to the Participant as soon as administratively possible, but not later than 30 da ys following such termination. (e) Section 409A . Notwithstanding anything in this Plan to the contrary, if it is determined that any payment hereunder constitutes “nonqualified deferred compensation” that would be paid upon “separation from service” of a “spe cified employee” (as such terms are defined in Section 409A of the Internal Revenue Code of 1986, as amended), then such payment that otherwise would have been paid within six months after the Participant’s “separation from service” shall be accrued, witho ut interest, and its payment delayed until the first day of the seventh month following the Participant’s “separation from service,” or if earlier, the Participant’s death, at which point the accrued amount will be paid as a single, lump sum cash payment. (f) Timing of Payments . Except as set forth in Sections (6) (d) and (e) hereof, Earned B onuses under this Section 6 will be paid to Participants at the same time as Earned Bonuses are paid to other Participants under the Plan for the applicable Performance Per iod. 7. Pro Rata Bonuses . (a) New Hires . A new employee who becomes a Participant in connection with such hire shall earn a pro rata bonus from the date of hire , but only if the date of hire is on or before September 30 of the Performance Period (or such other d ate determined by the Administrator) . (b) Transfer; Promotion; Demotion; Retirement; Involuntary Termination Without Cause ; Death or Disability . (i) For an existing employee who is transferred to a new position which results in such employee becoming a Participant , the pro rata period shall begin from the date of transfer. (ii) For an existing employee who was a Participant prior to a promotion and who continues to be a Participant thereafter, and the Target Bonus Percentage is increased, the Earned B onus will be based on two pro rata periods: (i) from the beginning of the

6 Performance Period through the date immediately preceding such promotion, and (ii) from the date of such promotion until the end of the Performance Period. (iii) For an existing employee who was a Participan t and who is demoted such that the employee is no longer a Participant thereafter, the pro rata period will end on the date immediately preceding such demotion. (iv) For an existing employee who retires and for whom a pro rata bonus is approved by the Administr ator under Section 6(b) hereof , the pro rata period will end on the date immediately preceding such retirement. (v) For an existing employee who was a Participant and who is involuntary terminated without cause by the Company or its s ubsidiary and for whom a pro rata bonus is approved by the Administrator under Section 6(c) hereof , or due to death or Disability, the pro rata period will end on the date immediately preceding such termination of employment. (c) Achievemen t of Performance Period . A pro rata bonus sha ll be earned only if the applicable P e rformance G oals , as determi ned by the Administrator , in its discretion, also are satisfied for the full Performance Period. (d) Pro Rata Application of Performance Modifier . In determining a pro rata bonus, the Performanc e Modifier earned for the full Perform ance Period will be utilized to calculate the Modified Bonus , unless the Administrator determines otherwise. (e) Timing of Pro Rata Payments . Earned Bonuses that are pro rata under this Section 7 will be paid to Partici pants at the same time as Earned B onuses are made to other Participants under the Plan for the applicable Performance Period 8. Bonus Clawback . The Holder agrees to be subject to any “clawback ” or other comparable policies adopted by the Board or any of its committees to the extent adopted at a time when Participant was employed by the Company. 9. General (a) Amendment and Termination . The Company reserves the right to amend or terminate this Plan at any time by action of the Board or the Administrator with respect to future services of Participants. To comply with local laws, the Company (acting through the Administrator) reserves the right to ad opt amendments, rules, procedures, guidelines or other documents (collectively “ Addendums ”) affecting this Plan at any time that are applicable only to such local jurisdictions; provided, however, that any Addendums that are app licable to any EO Participan t must be reflected in a written amendment to this Plan that is approved by the Administrator . (b) Tax Withholding . The Participant shall be responsible for all taxes required by law to be withheld by the Company or a s ubsidiary in respect of the bonus paymen t. The Company shall have the right to make all payments or distributions pursuant to the Plan to any person, net of any applicable federal, state and local payroll or withholding taxes, or the applicable taxes of

7 any foreign jurisdiction (collectively, “ Taxes”), required to be paid or withheld. The Company shall have the right to withhold from wages or other amounts otherwise payable to such Participant such Taxes as may be required by law, or if permitted by law, to otherwise require the Participant to p ay such Taxes. If such person shall fail to make such Tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct any such Taxes from any payment of any kind otherwise due to such Participant or to take such ot her action as may be necessary to satisfy such Tax obligations. (c) No Assignment . Unless the Administrator expressly provides otherwise in writing, no Participant nor any other person may sell, assign, convey, gift, pledge or otherwise hypothecate or alienate any bonus payment , except for a transfer under the laws of descent or distribution as a result of the death of the Participant . (d) Non - Exclusivity . The adoption of the Plan by th e Board shall not be construed as creating any limitations on the power of the Board or Administrator to adopt such other incentive arrangements as either may deem desirable, including, without limitation, cash or equity - based compensation arrangements, either tied to performance or otherwise, and any such other arrangements a s may be either generally applicable or applicable only in specific cases. (e) Employment at Will . Neither the Plan, the selection of a person as a Participant, the payment of any bonus to any Participant, nor any action by the Company or the Administrator sha ll be held or construed to confer upon any person any right to be continued in the employ of the Company . The Company expressly reserves the right to discharge any Participant whenever in the sole discretion of the Company its interest may so require. (f) No V ested Interest or Right . Except as specified under Section 6 hereof or as otherwise provided in any Related Agreement , at no time before the actual payment of a bonus to any Participant or other person shall any Participant or other person accrue any vest ed interest or right whatsoever under the Plan, and the Company has no obligation to treat Participants identically under the Plan. (g) Beneficiary Designation . Each Participant may name, from time to time, any beneficiary (who may be named contingently or su ccessively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by th e Company , and will be effective only when filed by the Participant in writing with the Company during his or her lifetime. (h) Notices . Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Participant at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. (i) Severability . The invalidity or unenforceability of any provision of this P lan in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Plan in such jurisdiction or the validity, legality or enforceability of any provision of this Plan in any other

8 jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. (j) Headings . Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shal l not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. (k) Governing Law . The Plan and any agreements and documents hereunder shall be governed, construed and administered in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws of such jurisdiction or any other jurisdiction) and applicable federal law. (l) Code Section 409A . It is intended that thi s Plan be exempt from or comply with Code Section 409A, and the Plan shall be interpreted and administered consistent with that intent; provided, however, that under no circumstances whatsoever shall the Company be liable for any additional tax, interest o r penalty imposed upon a Participant, or any other damage suffered by a Participant, on account of the bonus plan being subject to but not in compliance with Code Section 409A.

Exhibit 1 0 .1 EXHIBIT A CALCULATION OF SENIOR LEVEL PERFORMANCE BONUS PAYMENTS [To be complete d .]

2 to a specific performance goal shall be determined by the Committee within 30 days following the public issuance of the Company’s financial result s audited by the Company’s independent registered public accounting firm for the applicable Performance Period (the “ Determination Date ”) . Notwithstanding the foregoing, the Committee may establish a different Determination Date for each performance goal s et forth in Exhibit A to this Agreement. 4.2 Vesting Condition s . Except as otherwise provided in any written employment, offer letter, severance, change in control, or similar agreement between the Company or any of its Subsidiaries and Holder that is effecti ve as of the applicable event (each, a “ Related Agreement ”), the Award shall be earned and vest in accordance with Exhibit A to this Agreement . 4.3 Termination of Employment . The earning and/or vesting of unvested P RSUs under this Section 4 .3 or Section 4 .4 (a) hereof is conditioned upon the Holder signing and delivering to the Company, and there becoming irrevocable, within 60 days after the date of such employment termination, a general release of claims (in form and substance reasonably acceptab le to the Company) by which the Holder releases the Company, its Subsidiaries and their affiliated entities and individuals from any and all claims, including claims arising from the Holder’s employment by, and termination of employment with, the Company a nd/or any of its Subsidiaries, in consideration for the receipt and earning and/or vesting of the P RSUs. Any P RSUs that would have otherwise earned and/or vested under this Section 4 .3 or Section 4 .4(a) hereof shall be forfeited if the general release does not become effective and irrevocable on or before the 60th day following the Holder’s termination of employment. (a) Termination without Cause or for Good Reason . If the Holder ’ s employment with the Company or any Subsidiary terminates by reason of the Comp any’s termination of the Holder’s employment without Cause or as a result of the Holder ’s resignation for Good Reason prior to the end of the Achievement Period , then the Award will remain outstanding and vest when it is earned in accordance with the Vesting Schedule set forth in Exhibit A excluding the proviso requiring continued employment or service during the Achievement Period and shall be settled pursuant to Section 5 hereof ; provided that such vesting date shall be no ear lier than the 61 st day following the Holder’s termination of employment . (1) “ Cause ” shall have the meaning set forth in any Related Agreement or, if no such Related Agreement defines such term, “ Cause ” shall mean : (v) the Holder’s conviction or plea of no contest to a felony; (w) the Holder’s willful malfeasance or gross misconduct in connection with the Holder’s employment; (x) a substantial, willful and continual refusal by the Holder to perform the duties, responsibiliti es or obligations assigned to the Holder by the Company or applicable Subsidiary , following receipt of written notice of such deficiency from the Company or applicable Subsidiary ; (y) the Holder’s material failure to fully cooperate with a regulatory inves tigation involving the Company or any of its Subsidiaries or affiliates; or (z) any one or more acts by the Holder of dishonesty, theft, larceny, embezzlement or fraud from or with respect to the Company or any Subsidiary or affiliate. (2) “ Good Reason ” shall have the meaning set forth in any Related Agreement or, if no such Related Agreement defines such term, “ Good Reason ” shall mean the occurrence of any of the following events, without the Holder’s written consent: (i)

3 material diminution in the Holder’s b ase salary or annual target incentive opportunity (unless the base salary or annual target incentive opportunity, as applicable, is similarly reduced for other employees of a similar level of authority or title); (ii) material diminution in the Holder’s au thority or duties; (iii) a requirement by the Company or applicable Subsidiary that the Holder be based more than 50 miles from the Holder’s office location as of the date of this Agreement (or from such other office to which the Holder later agrees to mov e), excluding any new location closer to the Holder’s residence , any temporary assignment, and ordinary business travel ; or (iv) material breach by the Company or applicable Subsidiary of any provision of this Agreement or any Related Agreement entered int o with the Holder. Notwithstanding the foregoing, none of the events described above shall constitute Good Reason unless the Holder first provides the Company or applicable Subsidiary with written notice of the event within 30 days of the event’s occurrenc e and a period of 30 days from such notice to cure such event, and further provided that the Holder must terminate employment within 60 days following the end of the cure period. (b) Other Termination . Except as provided in Section 4 .3 (a) or Section 4 .4 hereof, i f the Holder ’ s employment with the Company or any Subsidiary terminates for any reason , then the portion of the Award that was not earned and vested immediately prior to such termination of employment shall be immediately forfeited by the Holder and cancelled by the Company. 4.4 Change in Control . Except as otherwise provided in any Related Agreement, in the event of a Change in Control (with definitions of “Cause” and “Good Reason” to be amended by substituting the Company with the surviving entity or other successor in interest to the Company) an d: (a) the Award is assumed or reasonably substituted on an equitable basis to the Holder by the surviving entity or other successor in interest to the Company as of the Change in Control, any earned portion of the Award (in which the stock price hurdles set f orth in the Vesting Schedule were achieved, including the Change in Control date based on the Fair Market Value of each share of Common Stock sold in such Change in Control) will remain issued and outstanding as restricted stock units (“ RSUs ”), subject to a vesting period commencing on the closing date of such Change in Control (the “ Closing Date ”) and ending on the earlier of (a) the one - year anniversary of the Closing Date or (b) the 61st day following such date the Holder’s employment is terminated witho ut Cause or the Holder resigns the Holder’s employment for Good Reason. If the Holder’s employment is terminated prior to the one - year anniversary of the Closing Date for any reason other than as set forth in clause (b) , then the full Award shall be immedi ately forfeited by the Holder and cancelled by the Company or the surviving entity or other successor in interest to the Company. (b) the Award is not assumed or reasonably substituted on an equitable basis to the Holder by the surviving entity or other succ essor in interest to the Company as of the Change in Control, the Award shall fully be earned and vest immediately prior to the consummation of such Change in Control and the Holder shall receive a cash payment, at closing of the of the Change in Control t ransaction, for each earned and vested P RSU equal to the

4 acquisition price per share of Common Stock, less any withholding taxes thereon (as described in Section 7. 2 hereof). 5. Settlement of PRSU s . Subject to the withholding tax provisions of Section 7 . 2 hereof, within 45 days after the date upon which a PRSU becomes earned and vested in a ccordance with the terms of the Agreement, the Company shall issue to the vested Holder one share of Common Stock per each vested PRSU ; provided , however , if earned PRSU s vest in accordance with Section 4 .4 (a) hereof, the Company (or a successor t hereto) shall issue to the Holder such shares of Common Stock or common stock of the successor having approximately equivalent value (and references herein to Common Stock issued on vesting shall include such successor common stock, if applicable), or the cash equivalent of such shares of Common Stock or common stock if neither security is listed on a U.S. national securities exchange (including Nasdaq or the New York Stock Exchang e). Notwithstanding anything to the contrary h erein, in the event that (i) the Holder is otherwise prohibited from selling Common Stock in the public market (including Nasdaq or other national securities exchange on which the Common Stock is then listed) when any Common Stock underlying the PRSUs are scheduled to be delivered on a settlement date (the “ Original Settlement Date ”) due to (w) applicable law (including Section 6 .2 hereof), (x) the rules related to a blackout period declared by the Comp any under an insider trading policy or similar policy, (y) any agreed to lock - up arrangement, or (z) other similar circumstance and (ii) the Company elects not to satisfy the Holder’s tax withholding obligations by withholding Common Stock from the Holder’ s distribution, then such Common Stock shall not be delivered on such Original Settlement Date and shall instead be delivered, as applicable, on (x) the first business day of the next occurring open “window period” applicable to the Holder as determined by the Company, or (y) the next business day on which the Holder is not otherwise prohibited from selling Common Stock in such public market, but in no event later than March 15th of year following the year in which the PRSUs vest. 6. Transfer Restrictions and Securities Laws Representation . 6.1 Nontransferability (a) Nontransferability of Award . Prior to an Award being earned and vested , this Award and the underlying PRSUs may not be offered, sold, transferred, assigned, pledged, hypothecated, encumb ered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process (collectively, “Transfer” or “Transferred”) , other than by will, the laws of descent and distribution or pursuant to benefici ary designation procedures approved by the Company; provided , however , that any transferred Award or underlying PRSUs so permitted will be subject to all of the same terms and conditions as provided in the Plan and this Agreement and the Holder’s estate or beneficiary appointed shall remain liable for any withholding tax that may be imposed by any federal, state or local tax authority. Upon any attempt to so offer, sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the PRSUs, the Award and underlying PRSUs and all rights hereunder shall immediately become null and void.

5 (b) Certain Trusts . Upon receiving written permission from the Board or its duly authorized designee, the Award may be transferred to a trust if the Holder is considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the Award is held in the trust, provided that Holder and the trustee enter into transfer and other agreements required by the Company. (c) Dom estic Relations Orders . Upon receiving written permission from the Board or its duly authorized designee, and provided that Holder and the designated transferee enter into transfer and other agreements required by the Company, Holder may transfer the Awar d or Holder’s right to receive the distribution of Common Stock or other consideration thereunder, pursuant to a domestic relations order that contains the information required by the Company to effectuate the transfer. Holder is encouraged to discuss the proposed terms of any division of the Award with the Company prior to finalizing the domestic relations order to help ensure the required information is contained within the domestic relations order. 6.2 Investment Representation . The Holder hereby represents and covenants that : (a) any share s of Common Stock acquired upon the earning and vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ” ), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation s (x) are true and correct as of the date of earning and vesting of any shares of Common Stock hereunder or (y) are true and correct as of the date of any sale of any such share s , as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable. 7. Additional Terms and Conditions of Award . 7.1 Clawback. The Holder agrees to be subject to any “clawback” or other comparable policies adopted by the Board or any of its committees to the extent adopted at a time when Holder was employed by the Company. 7.2 Withholding Taxes . As a condition precedent to the delivery of the Common Stock, the Holder shall, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “ Required Tax Payments ”) with respect to the Award. If the Holder shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amoun t then or thereafter payable by the Company to the Holder. The Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (i) a cash payment to the Company; (ii) if permitted by the Company,

6 delive ry to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “ Tax Date ”), equal to the Required Tax Payments; (iii) if permitted by the Company, authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered to the Holder having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments; (iv) to the extent permitted by applicable law, a cash payment by a broker - dealer acceptable to the Company to whom the Holder has submitted an irrevocable notice of same - day sale ; or (v) any combinatio n of (i), (ii) or (iii). Shares of Common Stock to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments (or such higher withholding amount permitted by the Committee and which does not resul t in adverse accounting consequences to the Company). Any fraction of a share of Common Stock which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Holder. No share of Common S tock or certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full. Any determination by the Company with respect to the tendering or withholding of shares of Common Stock to satisfy the Required Tax Payments shall be made by the Committee if the Holder is subject to Section 16 of the Exchange Act. 7.3 Adjustment . In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codifi cation Topic 718, Compensation — Stock Compensation, or the equivalent standard) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the terms of this Award, including the number and class of securities subject hereto, shall be appropriately adjusted by the Committee, and such adjustment shall be made in accordance with Section 409A of the Code. In the event of any other chan ge in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable b y the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) to prevent dilution or enlargement of rights of the Holder. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive. 7.4 Compliance with Applicable Law . The Award is subject to the condition that if the listing, registration or qualification of the shares of Common Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of shares hereunder, the shares of Common Stock subject to the Award shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees t o use reasonable efforts to effect or obtain any such listing, registration, qualification , consent, approval or other action. 7.5 Award Confers No Rights to Continued Employment or Service . In no event shall the granting of the Award or its acceptance by the Holder, or any provision of the Agreement or the Plan, give or be deemed to give the Holder any right to continued employment, or in the case of a consultant or director, any right to continued service by the Company, any

7 Subsidiary or any affiliate of th e Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment or service, respectively, of any person at any time. 7.6 Decisions of Board or Committee . The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive. 7.7 Successors . This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Holder, acquire any rights hereunder in accordance with this Agreement or the Plan. 7.8 Notices . All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Porch Group, Inc., Attn: Stock Plan Administrator, 4 11 1st Avenue South, Suite 501 , Seattle, Washington 98 104 ; stock@porch.com, and if to the Holder, to the las t known mailing address of the Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal d elivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) by mailing in the United States mails or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon c onfirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service; provided , however , that if a notice, request or other communication sent to the Company i s not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company. 7.9 Governing Law; Personal Jurisdiction . This Agreement, the Award and all determinations made and actions taken pursuant here to and thereto, to the extent not governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws. The Holder hereby consents t o personal jurisdiction in any action brought in any court, federal or state, within the State of Delaware having subject matter jurisdiction in the matter. 7.10 Agreement Subject to the Plan . This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith. In the event that the provisions of this Agreement and the Plan conflict, the Plan shall control. The Holder hereby acknowledges receipt of a copy of the Plan. 7.11 Entire Agreement . This Agreement and the Plan con stitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Holder with respe ct to the subject matter hereof . 7.12 Partial Invalidity; Heading s . The invalidity or unenforceability of any particular provision of this Agreement by a court of law of competent jurisdiction shall not affect the other provisions hereof and, to the fullest extent permitted by applicable law, this Agreement shall be co nstrued in all respects as if such invalid or unenforceable provisions had never been

8 contained herein, and such provision or part thereof shall be reformed or construed so that it would be enforceable to the maximum extent legally possible. Headings are f or convenience only and are not deemed to be part of this Agreement. 7.13 Amendment and Waiver . The Company may amend the provisions of this Agreement at any time; provided that an amendment that would materially impair the Holder’s rights under this Agreemen t shall be subject to the written consent of the Holder. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement. Waiver by any party of any breac h of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right whether or not of the same or a similar nature. 7.14 Code Section 409A . It is intended that this Award be exempt from or comply wi th Section 409A of the Code and this Agreement shall be interpreted and administered in a manner which effectuates such intent; provided , however , that in no event shall the Company or any Subsidiary be liable for any additional tax, interest or penalty im posed upon or other damage suffered by the Holder on account of this Award being subject to but not in compliance with Section 409A of the Code. 7.15 Section 280G of the Code . (a) To the extent that the Holder would otherwise be eligible to receive a payment or benefit pursuant to the terms of this Agreement, any Related Agreement or otherwise in connection with, or arising out of, the Holder’s employment with the Company or any Subsidiary or a change in ownership or effective control of the Company or of a subst antial portion of its assets (any such payment or benefit, a “ Parachute Payment ”), that a nationally recognized United States public accounting firm selected by the Company (the “ Accountants ”) determines, but for this sentence would be subject to excise ta x imposed by Section 4999 of the Code (the “ Excise Tax ”), subject to clause (c) below, then the Company shall pay to the Holder whichever of the following two alternative forms of payment would result in the Holder’s receipt, on an after - tax basis, of the greater amount of the Parachute Payment notwithstanding that all or some portion of the Parachute Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Parachute Payment (a “ Full Payment ”), or (2) payment of only a part of the Parachute Payment so that the Holder receives the largest payment possible without the imposition of the Excise Tax (a “ Reduced Payment ”). (b) If a Reduced Payment is necessary pursuant to clause (a), then the reduction shall occur in the following orde r: (1) cancellation of acceleration of vesting on any equity awards for which the exercise price exceeds the then fair market value of the underlying equity; (2) reduction of cash payments (with such reduction being applied to the payments in the reverse o rder in which they would otherwise be made, that is, later payments shall be reduced before earlier payments); and (3) cancellation of acceleration of vesting of equity awards not covered under (1) above; provided , however , that in the event that acceleration of vesting of equity awards is to be cancelled, acceleration of vesting of full value awards shall be cancelled before acceleration of options and stock appreciation rights and within each class such acceleration of vesting shall be cancelled in t he reverse order of the grant date of such equity awards, that is, later equity awards shall be canceled before earlier equity awards; and provided , further , that to the

9 extent permitted by Section 409A of the Code and Sections 280G and 4999 of the Co de, if a different reduction procedure would be permitted without violating Section 409A of the Code or losing the benefit of the reduction under Sections 280G and 4999 of the Code, the Holder may designate a different order of reduction. (c) For purposes of d etermining whether any of the Parachute Payments (collectively the “ Total Payments ”) will be subject to the Excise Tax and the amount of such Excise Tax, (i) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)( 2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Accountants, such Total Payments (in whole or in part): (1) do not constitute “parachute payments,” including giving effect to the recalculation of stock options in accordance with Treasury Regu lation Section 1.280G - 1, Q&A 33; (2) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or (3) are otherwise not subject to the Excise Tax, and (ii) the value of any non - cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code. (d) All determinations hereunder shall be made by the Accountants, which determinations shall be final and binding upon the Company and the Holder. (e) The federal tax returns filed by the Holder (and any filing made by a consolidated tax group which includes the Company) shall be prepared and filed on a basis consistent with the determination of the Accountants with respect to the Excise Tax payable by the Holder. The Holder shall make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of his or her federal income tax return as filed with the Internal Revenue Service, and such other docu ments reasonably requested by the Company, evidencing such payment ( provided that the Holder may delete information unrelated to the Parachute Payment or Excise Tax and provided , further that the Company at all times shall treat such returns as confidenti al and use such return only for purpose contemplated by this paragraph). (f) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Holder shall permit the Company to control issues rela ted to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Holder , and the Holder shall control any other issues. In the event that the issues are interrelated, the Holder and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, the Holder shall permit the representative of the Company to accompany the H older, and the Holder and his representative shall cooperate with the Company and its representative. (g) The Company shall be responsible for all charges of the Accountants.

10 (h) The Company and the Holder shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this Section 7.1 5 . (i) Nothing in this Section 7.1 5 is intended to violate the Sarbanes - Oxley Act of 2002 and to the extent that any adva nce or repayment obligation hereunder would do so, such obligation shall be modified so as to make the advance a nonrefundable payment to the Holder and the repayment obligation null and void. (j) Notwithstanding the foregoing, any payment or reimbursement mad e pursuant to this Section 7.1 5 shall be paid to the Holder promptly and in no event later than the end of the calendar year next following the calendar year in which the related tax is paid by the Holder or where no taxes are required to be remitted, the end of the Holder’s calendar year following the Holder’s calendar year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation. (k) The provisions of this Section 7.1 5 shall survive the termination of the Holder’s employment or service w ith the Company or any Subsidiary for any reason and the termination of the Agreement. 7.16 Data Privacy Notice . (a) Holder hereby acknowledges that the collection, use and transfer, in electronic or other form, of Holder’s personal data as described in this Agreement and any other PRSU grant materials by the Company and its Subsidiaries is necessary for the purpose of implementing, administering and managing Holder’s participation in the Plan. The Holder authorizes, agrees and unambiguously consents to the transmission by the Company and its Subsidiaries of any personal data information related to this Award for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization a nd consent is freely given by the Holder. (b) Holder understands that the Company and its Subsidiaries may hold certain personal information about Holder , including, but not limited to, Holder ’s name, home address and telephone number, email address, date of b irth, social security, insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, details of all PRSUs or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, un vested or outstanding in Holder ’s favor (“ Data ”), for the purpose of implementing, administering and managing the Plan. (c) Holder understands that Data will be transferred to eShares, Inc. DBA Carta, Inc. and its related companies (“ Carta ”) or any stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, admi nistration and management of the Plan. Holder understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country of operation (e.g., the United States) may have different data privacy laws and pro tections than Holder ’s country. Holder understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting

11 his or her local human resources represe ntative. The Company, Carta, any stock plan service provider selected by the Company in the future and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan may receiv e, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Holder understands that Data will be held only as long as is necessary to imp lement, administer and manage Holder ’s participation in the Plan plus any required period thereafter for purposes of complying with data retention policies and procedures. Holder understands that based on where s/he resides, s/he may have additional rights with respect to personal data collected, used or transferred in connection with this Agreement or any other PRSU grant materials by the Company and its Subsidiaries, and Holder may contact in writing his or her local human resources representative.

12 This Agreement may be executed by facsimile or electronic means (including, without limitation, PDF or, for Holder, by electronically accepting it on the Company’s third - party stock plan administrator’s platform) and in one or more counterparts, each of which shall be considered an original instrument, but all of which together shall constitute one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to the other party hereto . PORCH GROUP, INC. By: Name: Title: Acknowledgment, Acceptance and Agreement : By electronically accepting it on the Company’s third - party stock plan administrator’s platform (which must be performed within 30 days from the Grant Date for th is Agreement to be effective), I hereby acknowledge receipt of the Agreement and the Plan, accept the PRSUs granted to me, agree to be bound by the terms and conditions of the Agreement and the Plan. HOLDER By: Name: Title: [Signature page to PRSU Agreement ]

13 EXHIBIT A DETERMINATION OF PERFORMANCE GOALS AND EARNED PRSU s [To be completed.]