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1. 目的溫尼巴格實業有限公司高管激勵計劃（以下簡稱「計劃」）的宗旨是通過爲其執行領導團隊成員以及由人力資源委員會（以下簡稱「委員會」）自行指定的某些主管和其他員工提供刺激，以實現指定的企業目標，並吸引和留住那些將對公司的增長和盈利做出貢獻的人員。

b。權力和職責。委員會應擁有全權自由裁量權和權力，爲管理本計劃做出任何必要或可取的決定，包括但不限於（i）發放獎勵，（ii）確定何時和向誰發放獎勵，（iii）確定每項獎勵的形式、金額和其他條款和條件，（iv）確定績效衡量標準、績效目標以及業績目標與任何獎勵支付之間的關係，以及 (v) 確定任何獎勵下的最終支出。委員會根據本計劃作出的所有解釋、決定或決定均爲最終和決定性的。

c. 年度批准。委員會必須在每個新財政年度的前90天內批准該計劃和具體的績效指標和績效目標；前提是委員會可以推遲批准任何業績期限的具體績效指標和績效目標和目標，但該業績期限少於完整財政年度且不在公司財政年度開始時開始，直到該業績期的前25％之內。儘管如此，在所有情況下，業績計量和業績目標和指標的制定都必須在業績目標和指標的實現情況極不確定的時候制定。委員會應批准一份或多份關於績效指標、績效目標和目標以及付款形式的通知，其中應列出此類細節以及適用於計劃年度激勵獎勵的任何其他條款和條件。

4. 計劃性質獎勵措施基於業務標準將一個或多個績效指標的達成水平應用於計劃參與者的一個或多個業務部門、單位或公司的子公司，或者整個公司，無論是絕對基準、比率基準、還是相對於同行公司的基準，還可能包括評估計劃參與者個人對公司的貢獻的績效指標，並由委員會酌情確定。該計劃是一個年度計劃，包括在一個或多個績效期間內測量財務、運營和/或個人績效的機會，並根據這些績效結果提供獎勵付款的機會。

委員會應確定本計劃的績效考覈指標，這些指標將基於一個或多個預先設定的(i) 財務或運營績效指標和/或 (ii) 每位計劃參與者的個人貢獻績效指標，作爲其基礎獎勵的一部分。委員會將 (i) 爲每位計劃參與者設定績效指標，可能包括目標激勵水平、不會支付激勵的最低激勵水平閾值和最高激勵水平，以及 (ii) 通過個人獎勵計劃表將其傳達給每位計劃參與者。

委員會可能會在特定情況下修改績效期限和/或對績效指標的實現提供調整或豁免，例如(i) 發生委員會在設定績效目標時未預料到的，具有不尋常性質、罕見發生或重大性質的事件，如變更控制（如第6條所定義）、股權重組、收購、剝離、重組活動、資產減值或(ii) 適用稅法或會計準則的變更。委員會將完全自行決定任何此類修改、豁免和調整。委員會可能會酌情根據其認爲適當的考慮調整根據績效目標確定的任何其他應支付的獎勵金額。

在不違反適用法律或證券交易所規則的前提下，委員會授權CEO對計劃下的全部或部分權力進行委託，包括制定績效指標和激勵目標以及員工（不包括受到《證券交易法》第16條限制的董事）的目標。

5. 支付方法個體參與者的激勵績效目標，可以表示爲基本工資的百分比或固定金額，由委員會每年批准。實際的激勵獎勵可以在計劃參與者的激勵績效目標的0%到200%的區間內，並將通過個人獎勵計劃向計劃參與者傳達。

每位參與者的激勵報酬金額（或適用的績效期）應直接與相關績效指標的財務或運營績效成比例，以百分比（績效因子）表達，相對於該參與者的預定補償績效目標。公司或適用的業務單位在確定績效因子時，將使用財政年度（或適用的績效期，若較短）的業績來識別，並在計算與財務或運營績效指標有關的參與者的激勵報酬時使用。如果委員會設立個人貢獻績效指標，委員會應評估個人在確定激勵報酬金額時對該貢獻績效指標的相對達成水平的影響。

Incentive awards are paid in cash unless the Committee has determined, in its sole discretion, at the time that the performance measures for the fiscal year are established that all or any part of an award shall be settled in the form of shares of the Company’s common stock or other equity award granted pursuant to any then-current equity compensation plan that has been approved by the Company’s shareholders. No Participant shall have any ability to influence the form of any payment (cash, stock, or equity award) under the Plan. The cash, stock or equity award payment, if any, for each performance period during the Plan year shall be paid or awarded as soon as practical after the end of the Plan year following final measurement of financial and/or operational performance for all of the performance period(s) within the fiscal year as well as the Committee’s evaluation of any individual contribution performance measures, if any, and overall incentive amounts have been approved by the Committee in October following fiscal year end, but in no event later than 2 ½ months after the end of the fiscal year (subject to any deferred compensation election pursuant to any such plans of the Company).

If and to the extent that outstanding awards under the Plan are not continued, assumed or replaced in connection with a Corporate Transaction, then the awards under the Plan shall fully vest immediately prior to the effective time of the Corporate Transaction, meaning that each performance measure is deemed to have been satisfied at the greater of target level of performance or actual level of performance (if determinable) and the vested portion of the award at that level of performance is proportionate to the portion of the performance period that has elapsed as of the effective time of the Corporate Transaction.

If and to the extent that awards under this Plan are continued, assumed or replaced, and participant experiences an involuntary termination of employment to the Company after the Change in Control but prior to the award’s payment, for reasons other than Cause, or, if applicable, terminates his or her employment for Good Reason (as defined in any then-effective written agreement between the participant and the Company, if any), then the awards under this Plan shall immediately vest in full, meaning that each performance measure is deemed to have been satisfied at the greater of target level of performance or actual level of performance (if determinable).

“Cause” means , unless otherwise defined in a then-effective written agreement between a participant and the Company or any affiliate, a participant’s (i) material failure to perform satisfactorily the duties reasonably required of the participant by the Company (other than by reason of Disability); (ii) material violation of any law, rule, regulation, court order or regulatory directive (other than traffic violations, misdemeanors or other minor offenses); (iii) material breach of the Company's business conduct or ethics code or of any fiduciary duty or nondisclosure, non-solicitation, non-competition or similar obligation owed to the Company or any affiliate; (iv) engaging in any act or practice that involves personal dishonesty on the part of the participant or demonstrates a willful and continuing disregard for the best interests of the Company and its affiliates; or (v) engaging in dishonorable or disruptive behavior, practices or acts which would be reasonably expected to harm or bring disrepute to the Company or any of its affiliates, their business or any of their customers, employees or vendors.

(1) An Exchange Act Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding Voting Securities, except that the following will not constitute a Change in Control: (A) any acquisition of securities of the Company by an Exchange Act Person from the Company for the purpose of providing financing to the Company; (B) any formation of a Group consisting solely of beneficial owners of the Company's voting securities as of the effective date of this Plan; or (C) any repurchase or other acquisition by the Company of its Voting

If, however, an Exchange Act Person or Group referenced in clause (A), (B) or (C) above acquires beneficial ownership of additional Company Voting Securities after initially becoming the beneficial owner of 30% or more of the combined voting power of the Company’s Voting Securities by one of the means described in those clauses, then a Change in Control will be deemed to have occurred.

(3) A Corporate Transaction is consummated, unless, immediately following such Corporate Transaction, all or substantially all of the individuals and entities who were the beneficial owners of the Company’s Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding Voting Securities of the surviving or acquiring entity resulting from such Corporate Transaction (including beneficial ownership through any parent of such entity) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Company's Voting Securities.

“Continuing Director” means an individual (i) who is, as of the effective date of the Plan, a director of the Company, or (ii) who becomes a director of the Company after the effective date hereof and whose initial election, or nomination for election by the Company’s stockholders, was approved by at least a majority of the then Continuing Directors but excluding, for purposes of this clause (ii), an individual whose initial assumption of office occurs as the result of an actual or threatened proxy contest involving the solicitation of proxies or consents by a person or Group other than the Board, or by reason of an agreement intended to avoid or settle an actual or threatened proxy contest.

“Corporate Transaction” means (i) a sale or other disposition of all or substantially all of the assets of the Company, or (ii) a merger, consolidation, share exchange or similar transaction involving the Company, regardless of whether the Company is the surviving entity.

“Exchange Act Person” means any natural person, entity or Group other than (i) the Company or any affiliate; (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate; (iii) an underwriter temporarily holding securities in connection with a registered public offering of such securities; or (iv) an entity whose Voting Securities are beneficially owned by the beneficial owners of the Company’s Voting Securities in substantially the same proportions as their beneficial ownership of the Company’s Voting Securities.

7. Recoupment of Incentive Compensation. Notwithstanding anything herein to the contrary, payments under the Plan shall be subject to forfeiture and recoupment to the extent required under federal law or other action in accordance with the Company’s Executive Officer Incentive Compensation Recovery Policy, as may be amended or amended and restated from time to time, and any other compensation recovery policy adopted by the Board or the Committee at any time, including in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s shares of common stock are then listed, or as otherwise required by law. This Plan may be unilaterally amended by the Committee to comply with any such compensation recovery policy.

10. Nontransferability. Participants and beneficiaries shall not have the right to assign, encumber or otherwise anticipate the payments to be made under this Plan, and the benefits provided hereunder shall not be subject to seizure for payment of any debts or judgments against any participant or any beneficiary.

11. Deferrals of Payments. To the extent permissible by any deferred compensation plan of the Company permitting for deferrals of the payment of awards granted under this Plan, payments under this Plan may be deferred on the terms and conditions set forth in such plan(s).

12. Severability. If any provision of this Plan is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of this Plan, such provision shall be stricken as to such jurisdiction, and the remainder of this Plan shall remain in full force and effect.

13. Amendment. The Committee may amend this Plan prospectively at any time and for any reason deemed sufficient by it without prior notice to any person affected by this Plan, except that no such amendment may materially impair the rights of any participant with


Performance Measure	Performance Period	Weighting (% of total target award)
Individual performance measures (see individual award schedule for participant’s individual performance metrics)	FY24*	25%
Financial measures (see individual award schedule for financial measures applicable to the FY24, 1H and 2H performance periods)	FY24*	30%
	1H	22.5%
	2H	22.5%

* If you elect to defer all or a portion of your bonus under the Company’s Executive Deferred Compensation Plan, such election will only apply to the portion of your incentive award for the FY24 performance periods (and will not apply to the portion of your incentive award for the 1H or 2H performance periods).

Each financial metric sets forth a threshold, target and maximum level of achievement, with the target being expressed as a range (the “target zone”), such that achievement of results at any level within the target zone will result in a payout at target. Payouts for achievement of results between the threshold and the low-end of the target zone or the high-end of the target zone and maximum levels shall be determined by straight-line interpolation.

Individual Award Schedule: Each participant will receive an individual award schedule setting forth the individual and financial performance measures applicable to such participant for the performance periods set forth above, including the applicable weightings of financial measures for each performance period. The individual award schedule also sets forth the participant’s target bonus.