Exhibit A-2 US-DOCS\134927895.5 additional Performance-Vesting RSUs shall be granted with respect to the achievement of such Price Per Share Goal in connection with such Change in Control. Notwithstanding anything to the contrary contained herein or in the 2021 Plan (including Section 8.3 of the 2021 Plan), if, in connection with the occurrence of a Change in Control, if any Performance- Vesting RSUs have not or do not become granted due to failure to achieve the applicable Price Per Share Goal, then your right to the grant of such RSUs automatically will be forfeited and terminated without consideration therefor as of immediately prior to the consummation of such Change in Control. Termination of Service Upon your termination of employment for any reason, all Performance-Vesting RSUs that have not become granted as of the date of such termination of employment (because the applicable Price Per Share Goal has not yet been achieved)
automatically will be forfeited and terminated without consideration therefor. Definitions “CIC Price” means the price per Share of Class A Common Stock (each such term as defined in the 2021 Plan) (or, in connection with a sale or other disposition of all or substantially all of the Parent’s assets, the implied price per Share of Class A Common Stock) paid by an acquiror in connection with such Change in Control or, to the extent that the consideration in the Change in Control transaction is paid in stock of the acquiror or its affiliate, then, unless otherwise determined by the Administrator (as defined in the 2021 Plan), the CIC Price shall mean the value of the consideration paid per Share based on the average of the closing trading prices of a share of such acquiror stock on the principal exchange on which such shares are then traded for each Trading Day during the five consecutive Trading Days ending on and including the date on which a Change
in Control occurs. In the event the consideration in the Change in Control takes any other form, the value of such additional consideration shall be determined by the Administrator in its sole discretion. “Performance Period” means the period beginning on (and including) the Start Date and ending on (and including) the five year anniversary of the Start Date. “Price Per Share” means (i) the daily volume-weighted average sale price of one Share quoted on the New York Stock Exchange (or the exchange on which the Shares are then listed); or (ii) if a Change in Control is consummated during the Performance Period, the CIC Price. “Trading Day” means any day on which Shares are actually traded on the principal securities exchange or securities market on which Shares are then traded. DocuSign Envelope ID: 8B828744-057E-4D64-8959-AB32E6980619