ZEISS INCENTIVE BONUS PROGRAM

Plan Document
Effective October 1, 2023

Zeiss INCENTIVE BONUS PROGRAM

1. Purpose and Overview. Zeiss (the “Company”) has established this discretionary Zeiss
Incentive Bonus Program (the “ZIP”) to reward participants for both Company financial
performance and individual performance. This document specifies the terms and conditions
applicable to the ZIP, which includes, but is not limited to, eligibility provisions, performance
metrics, target determination, payouts and other plan provisions.

2. Term. The ZIP shall be effective from July 1, 2023 and shall continue to apply unless
modified or terminated by the Company in its sole and absolute discretion.

3. Plan Periods. The ZIP has two plan periods, January to June (the first half of the year, or
“1H”), and July to December (the second half of the year, or “2H”).

4. Participants and Eligibility. The ZIP applies to all regular full-time and part-time employees
of Zeiss working more than or equal to 30 hours per week. Temporary employees or part-time
employees working less than 30 hours per week, or contractors, are not eligible for the ZIP. New
employees must have a start date that is prior to or within 90 days following the start of the plan
period (e.g., to receive the 1H payment, participants must have started by March 31 and to
receive the 2H payment, participants must have started by September 30). In the case of new
employees who have a start date within 90 days following the start of the plan period, their
payment will be pro-rated based on the number of days they were eligible for the plan during the
period.

Privileged Eligibilities:

 Upon exceeding financial forecast, North American based employees will get additional
6% of their salary (total base) as stock options.
 Upon meeting financial forecast, Europe based employees will get an additional 3% as
stock and 1.5% as cash.

5. Targets and Payment Forms. A participant’s target ZIP is a percentage of his or her actual
base compensation over the applicable plan period. Because it is based on the percentage of the
participant’s base salary at the end of the period, it already reflects if the participant started part
of the way through the year, were promoted part way through the period, etc.

 For Sales, gross sale entered in the ledger by the department member will result in the
amount of commission that will match the bonus pay out. Example: If a sales team
member fulfils their goals, they get an additional 10% of their base pay.
 If an HR person retains talent 70% of the vacating talent, they get 12% additional bonus
on top their base pay.

For company financial performance, each plan period will have two financial targets, based on a
rolling six-month financial forecast:

a) Revenue (Gross Bookings)

b) Profitability (Adjusted EBITDA)

The ZIP will also include individual performance as evaluated by the manager as a key metric.
Financial performance and individual performance will be weighted as follows:

Metric Weighting Weighting

Vice Presidents & Below Vice President
Above

Company Performance 40%

80%
(50% Adjusted EBITDA, 50% Gross Bookings) 60%
Individual Performance (evaluated by the manager) 20%

6. Company and Individual Performance and Payout Relationship. The ZIP payouts will
vary based on the Company’s determination of a participant’s “Award Achievement”, based on
both company and individual performance.

While all payments remain discretionary, payouts can vary from 0% of target to up to 200% of
target based on performance. For financial performance, the following relationship will serve as a
guide to determine ZIP payout results (actual financial results as compared to the six-month
forecast):
(To be multiplied by weighting)
120% 200%
Gross Bookings EBITDA
115% 200%
(vs. 6-month (vs. 6-month forecast)
forecast) 110% 175%
Achievement

105% (to be 150%

multiplied by
weighting)
>120% 125%

Achievement
200% >140%

200% 140%

175% 130%

150% 120%

125% 110%

100% 100% 100% 100%

<100% At Company Discretion <100% At Company Discretion

Individual payouts can also vary from 0% of target up to 200% of target, based on a discretionary
evaluation of performance conducted by the manager, informed by achievement of individual
performance goals, performance rating, individual conduct and other relevant criteria .

7. Cash Payments. Cash payments under the ZIP will be made semi-annually, generally within 2
to 3 months following the end of each plan period.
8. Equity Payments. ZIP equity will be awarded in the form of Incentive Bonus Restricted Stock
Units (“Incentive Bonus RSUs”) having terms as summarized below:

a. The number of Incentive Bonus RSUs received in respect of any award under the ZIP will be
based on the estimated value per share of Zeiss common stock most recently determined by Zeiss
as of the applicable Vesting Commencement Date (“VCD”) using such methodology as Zeiss
may determine to be appropriate.
b. Incentive Bonus RSUs granted in respect of 1H will have a VCD of October 1 of the same
year and Incentive Bonus RSUs granted in respect of 2H will have a VCD of April 1 of the
following year.

c. Incentive Bonus RSUs must satisfy both time-based and performance-based vesting
requirements in order to fully vest. Incentive Bonus RSUs will be 100% time-vested on the first
anniversary of the VCD, except as may otherwise be set forth in a participant’s applicable
restricted stock unit agreement, subject to the continuation of the participant’s Service
Relationship through such date. If a participant’s Service Relationship terminates prior to the first
anniversary of the VCD, his or her Incentive Bonus RSUs will be forfeited in their entirety. If a
participant’s Service Relationship terminates on or after the first anniversary of the VCD, his or
her Incentive Bonus RSUs will remain eligible to performance-vest as described below.

d. Incentive Bonus RSUs will “performance-vest” upon the occurrence of a Sale Event or Initial
Public Offering prior to the seventh anniversary of the grant date of such Incentive Bonus RSUs.

e. As used herein in respect of Incentive Bonus RSUs, the terms “Service Relationship”, “Sale
Event” and “Initial Public Offering” shall have the meanings ascribed to such terms by the Zeiss,
Inc. Amended and Restated 2011 Stock Option and Grant Plan, or an applicable successor plan,
in each case as may be amended or modified (the “Stock Option Plan”). In the event of any
conflict between the terms described in this Section 8 and the terms of the Stock Option Plan or
the applicable restricted stock unit agreement, the terms of the Stock Option Plan or the
applicable restricted stock unit agreement will govern

9. Calculating the Award Achievement.

The Award Achievement is shown through the following two examples.

Example 1:

We meet our company financial forecast for the period, and the participant meet his or her
individual performance goals, equating to a 100% bonus award for this 1H period.

This means that the participant would earn a ZIP payment equal to 5% of his or her base
compensation for the 1H period. This will be 50% in the form of cash and 50% in the form of
RSUs.

Example 2:

We exceed our company financial forecast for the period, and the participant exceeds his or her
individual performance goals, equating to a 150% bonus award for this 1H period for both the
company and individual performance elements combined.
This means that the participant would earn a ZIP payment equal to 7.5% of his or her base
compensation for the 1H period. This will be paid 50% in the form of cash and 50% in the form
of RSUs.

10. Conditions; Changes During a Performance Period.

a. Except as otherwise described in this Section 10, participants must remain in continuous active
service with the Company through the applicable payment date (in the case of cash payments) or
grant date (in the case of Incentive Bonus RSUs) in order to be eligible to earn their ZIP bonus.

b. In case of a change from a full-time to a part-time role or vice versa during a plan period, the
ZIP for that plan period will be pro-rated accordingly.

c. In the case of a promotion during a plan period, we will utilize the participant’s latest base
cash earnings and a pro-rated percentage of the participant’s bonus target based on the number of
months under the old and new bonus targets.

d. In the case of a legally protected leave (e.g., pregnancy or parental leave), the ZIP will not be
pro-rated. With respect to a leave of absence other than a legally protected leave, the treatment of
the ZIP will be determined in the Company’s discretion.

e. If the case of death or permanent disability, participants will receive a pro-rated portion of their
cash payment for the plan period, assuming 100% achievement of financial and individual
performance.

f. If a participant’s service with the Company terminates for any reason prior to the applicable
payment date or grant date (whether voluntarily or involuntarily, or with or without cause), the
participant will forfeit 100% of any ZIP that has not yet been paid or granted.

g. In the case of a legally protected leave (e.g., pregnancy or parental leave), your the ZIP will
not be pro-rated. With respect to a leave of absence other than a legally-protected leave, the
treatment of the ZIP will be determined at the Company’s discretion.

11. Taxes and Contributions. The ZIP is part of the annual compensation; as such, payment and
payouts are managed locally according to local processes and tax laws/tax deduction laws.

12. Adjustments. The terms of the ZIP will be interpreted, waived, amended or otherwise
administered by the Company. For the sake of clarity, it is understood and agreed that the
Company may, based on its respective discretion, (i) determine that any extraordinary financial,
commercial, tax or other circumstances may be taken into account or disregarded for purposes of
determining a participant’s Award Achievement for the applicable plan period and (ii) cap
payments and/or RSU grants under the ZIP in such extraordinary cases (provided any such
adjustment complies with any applicable laws). All ZIP payments and RSU grants remain in the
discretion of the Company.

13. Section 409A. The ZIP is intended to be exempt from taxation under Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable. Any
ambiguity in the ZIP will be interpreted to comply with the foregoing. Each amount payable
pursuant to the ZIP will be deemed a separate payment for purposes of Section 409A to the
extent permissible under applicable law. For all purposes under ZIP, any iteration of the word
“termination” (e.g., “terminated”) with respect to a participant’s employment will mean a
separation from service within the meaning of Section 409A. The Company makes no
representation or guarantee that any payments under the ZIP will be exempt from taxation under
Section 409A.

14. Miscellaneous.

a. Unfunded Obligation. The obligation to pay the ZIP will always be an unfunded and
unsecured obligation of the Company and will be paid out of the Company’s general assets.
b. At Will Employment. Participants will remain at-will employees of the Company, which
means their employment relationship can be terminated by either the participant or the Company
for any reason, at any time, with or without prior notice and with or without cause. Nothing in the
ZIP changes the nature of that relationship.

c. Entire Agreement. This ZIP document supersedes any and all prior understandings and
agreements, whether oral or written, between or amount the parties thereto with respect to the
specific subject matter hereof.

d. Currency. Currencies will be USD with reference currencies displaying as local to the
employees.

e. Employees at par on their performance will get out of the bonus division, 6% as stock options.