X0306 4 2019-11-29 0 0000026076 CUBIC CORP /DE/ CUB 0001097235 FELDMANN BRADLEY H 9333 BALBOA AVENUE SAN DIEGO CA 92123 1 1 0 0 Chairman/President/CEO Restricted Stock Units 2019-11-29 4 A 0 44692 0 A Common Stock 44692 44692 D Restricted Stock Units 2019-11-29 4 A 0 44692 0 A Common Stock 44692 44692 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of CUB common stock. The performance-based RSUs vest on the date the Board of Directors certifies CUB's sales growth, EBITDA growth, and Total Shareholder Return for the three-year performance period ending on September 30, 2022, subject to the Reporting Person's continued service with CUB through such vesting date, except as otherwise provided in the applicable RSU agreement. The RSUs vest based 50% on sales growth and 50% on EBITDA growth, adjusted for a Total Shareholder Return factor, achieved by CUB during such performance period. Dividend equivalent rights accrue with respect to the RSUs when and as dividends are paid on CUB common stock and vest proportionately with the RSUs to which they relate. Vested shares and accrued dividends will be delivered to the Reporting Person following the vesting date. The time-based RSUs vest in three equal installments on each of October 1, 2020, 2021 and 2022, subject to the Reporting Person's continued service with CUB through such date.Dividend equivalent rights accrue with respect to the RSUs when and as dividends are paid on CUB common stock and vest proportionately with the RSUs to which they relate. Vested sharesand accrued dividends will be delivered to the Reporting Person following each vesting date. Heidi Runge, Attorney-in-fact for Bradley H. Feldmann 2019-12-03