Tony S. Najjar - 18 Oct 2023 Form 4 Insider Report for CIRCOR INTERNATIONAL INC

Footnote F1

Represents vesting of Performance RSUs that were granted to the Reporting Person on March 17, 2021, and vested pursuant to the Agreement and Plan of Merger dated June 5, 2023 (as amended on June 26, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on June 29, 2023 by Amendment No. 2 to Agreement and Plan of Merger, the "Merger Agreement"), by and among CIROCR International, Inc. ("CIRCOR"), Cube BidCo, Inc., a Delaware corporation ("Parent"), and Cube Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, pursuant to which Cube Merger Sub, Inc. merged with and into CIRCOR, with CIRCOR remaining as the surviving corporation (the "Surviving Corporation").

Footnote F2

Represents vesting of Performance RSUs that were granted to the Reporting Person on August 15, 2022, and vested pursuant to the Merger Agreement.

Footnote F3

Represents vesting of Performance RSUs that were granted to the Reporting Person on March 17, 2023, and vested pursuant to the Merger Agreement.

Footnote F4

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share, of CIRCOR ("Company Common Stock"), immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to $56.00, without interest (the "Merger Consideration"), and as of the Effective Time, all such shares of Company Common Stock are no longer outstanding and were automatically cancelled and cease to exist.

Footnote F5

The option is fully vested. Pursuant to the Merger Agreement, the option has an exercise price per share that is greater than the Merger Consideration and at the Effective Time, such option was cancelled for no consideration.

Footnote F6

The option is fully vested. Pursuant to the Merger Agreement, the option was cancelled and the Reporting Person was entitled to receive (without interest), in consideration of the cancellation of such option, an amount in cash (less applicable tax withholdings) equal to $13.38 per share, which is equal to the excess of the Merger Consideration over the applicable exercise price per share under such option.

Footnote F7

The option is fully vested. Pursuant to the Merger Agreement, the option was cancelled and the Reporting Person was entitled to receive (without interest), in consideration of the cancellation of such option, an amount in cash (less applicable tax withholdings) equal to $22.37 per share, which is equal to the excess of the Merger Consideration over the applicable exercise price per share under such option.

Footnote F8

The Restricted Stock Units ("RSUs") grant was issued pursuant to a provision of the CIRCOR Management Stock Purchase Plan ("MSPP") whereby certain executives may make an advance election to receive RSUs in lieu of a specified percentage or dollar amount of that executives' annual incentive cash bonus under the bonus plan applicable to the executive. The RSUs were issued in whole units at a 33% discount from fair market value of CIRCOR's common stock on the date the underlying bonus is determined and generally vest 3 years from the date of the grant, at which time the RSUs convert into shares of common stock on a one-for-one basis unless the executive previously elected a longer deferral period. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU was canceled and converted into a grant of restricted stock units in the Surviving Corporation (a "Replacement RSU"), which Replacement RSU will vest no later than the nine-month (continued in Footnote 9)

Footnote F9

anniversary of the Effective Date assuming continued employment as of such date.

Footnote F10

The RSUs were granted to the Reporting Person by CIRCOR as part of equity incentive grants made by CIRCOR on March 17, 2021 utilizing a fair market value of a share of CIRCOR's stock of $39.82. The RSU grant vested as to one-third on each of March 17, 2022 and March 17, 2023. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU was canceled and converted into Replacement RSUs, which Replacement RSU will vest at the same time and on the same terms and conditions as the unvested RSU for which such Replacement RSU was exchanged would have vested pursuant to its terms.

Footnote F11

The RSUs were granted to the Reporting Person by CIRCOR as part of equity incentive grants made by CIRCOR on August 15, 2022 utilizing a fair market value of a share of CIRCOR's stock of $19.74. The RSU vested as to one-third on August 15, 2023. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU was canceled and converted into a grant of Replacement RSUs, which Replacement RSU will vest and be payable at the same time and on the same terms and conditions as the unvested RSU for which such Replacement RSU was exchanged would have vested pursuant to its terms.

Footnote F12

The RSUs entitled the Reporting Person to receive shares of CIRCOR common stock in equal installments of one-third of the original RSU grant on each of the first three anniversaries of the grant date. The RSUs automatically convert into shares of common stock on a one-for-one basis at no conversion cost to the Reporting Person. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU was canceled and converted into a grant of Replacement RSUs, which Replacement RSU will vest at the same time and on the same terms and conditions as the unvested RSU for which such Replacement RSU was exchanged would have vested pursuant to its terms.