PRSS 2018 Proxy Statement

19 the performance period to vest, subject to exceptions discussed below under "Employment Agreements and Change in Control Arrangements." The compensation committee approved awards (with, as to the PSUs, a 2017-2019 performance period) for Mr. Durham, Mr. Milliner, Mr. Barton, and Mr. Lysonge on March 10, 2017, as follows: Executive Name RSUs (#)(1) NSOs (#)(2) PSUs (#)(3) Total Fred E. Durham, III 120,000 224,000 65,407 409,407 Phillip L. Milliner 44,000 82,000 36,337 162,337 Robert D. Barton 38,000 66,000 32,703 136,703 Ekumene M. Lysonge 34,000 62,000 27,907 123,907 (1) The vesting for the RSUs is as follows: quarterly vesting over 4-years beginning March 31, 2017. (2) The vesting for the NSOs is as follows: monthly vesting over 4-years beginning March 31, 2017. (3) The performance conditions for the PSUs are tied to the Company’s achievement of certain metrics involving Adjusted EBITDA (50%) and Free Cash Flow (50%). With respect to the RSU and non-performance based NSO awards, vesting shall occur quarterly and monthly, respectively over four years, and subject to the executive’s continued employment through the applicable vesting date. The Company intends to settle the vested RSUs in shares of Company common stock. The NSOs have an exercise price equal to 100% of fair market value on the grant date. For additional information regarding equity awards held by the named executive officers, please see the table entitled “2017 Outstanding Equity Awards at Fiscal Year-End.” Finally, the named executive officers also have change in control and severance agreements as described below under “Employment Agreements and Change in Control Arrangements.”