Michael S. Liebowitz - 24 Nov 2024 Form 4 Insider Report for Douglas Elliman Inc. (DOUG)

Footnote F1

On November 24, 2024, the Issuer granted the Reporting Person a restricted stock award of 1,500,000 shares of Issuer Common Stock pursuant to Issuer's 2021 Management Incentive Plan. The award will vest in three equal annual installments commencing on November 24, 2025, subject to the Reporting Person's continued employment through each such vesting date or earlier vesting upon a change-of-control.

Footnote F2

MSL18 Holdings LLC is a single member LLC owned by Reporting Person.

Footnote F3

On November 24, 2024, the Issuer granted the Reporting Person a Performance Share Unit Grant that provides for a three-year performance period commencing as of January 1, 2025 (the "Performance Period"), with the number of shares of Common Stock to be issued as soon as practicable following the end of the Performance Period determined as follows (the "Performance Thresholds"): (A) if the 30-day volume weighted average share price of the Common Stock at the end of the Performance Period (the "Performance Stock Price") is less than $3.00, no Common Stock will be issued in settlement of the PSUs, and the PSUs shall be forfeited in their entirety; (B) if the Performance Stock Price is equal to $3.00, 775,000 shares of Common Stock will be issued as full settlement of the PSUs; (C) if the Performance Stock Price is equal to $4.00,

Footnote F4

(Continued from footnote 3) 1,550,000 shares of Common Stock will be issued as full settlement of the PSUs; and (D) if the Performance Stock Price is equal to or greater than $5.00, 2,325,000 shares of Common Stock will be issued as full settlement of the PSUs; provided that, in each case, the shares of Common Stock to be issued in settlement of the PSUs described above will be determined where the Performance Stock Price is more than $3.00 and less than $5.00 (and is not $4.00) by a linear extrapolation between the per share Common Stock value between $3.00 and $4.00, or between $4.00 and $5.00, as the case may be. Subject to the terms of the Performance Share Unit Grant, it shall cease vesting if Reporting Person resigns or is terminated for Cause (as defined in the Reporting Person's Employment Agreement). In addition, upon the consummation of a Change of Control (as defined in the Reporting Person's Employment Agreement),

Footnote F5

(Continued from footnote 3) the Performance Period shall accelerate and deemed complete upon the date of the Change of Control. Further, the Reporting Person shall be entitled, under the Performance Share Unit Grant, to a pro rata portion of the applicable Performance Threshold based on the Performance Stock Price at the time of the Reporting Person's termination without Cause, such that (x) to the extent the Reporting Person is terminated prior to January 1, 2026, the Reporting Person shall not be entitled to any accelerated vesting under the Performance Share Unit Grant, (y) to the extent Reporting Person is terminated after January 1, 2026 but prior to December 31, 2026, the Reporting Person shall be entitled to one-third of the applicable Performance Threshold and (z) to the extent the Reporting Person is terminated after January 1, 2027 but prior to December 31, 2027, the Reporting Person shall be entitled to two-thirds of the applicable Performance Threshold.