Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Fiscal Year 2021 Annual Cash Incentive Plan Design

On May 19, 2020, the Compensation and Management Development Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Advanced Drainage Systems, Inc. (the "Company") recommended, and on May 20, 2020 the Board approved, the Company's annual performance measures, weights and minimum, target and maximum amounts for the Annual Cash Incentive Plan for fiscal year 2021, under the Company's 2017 Omnibus Incentive Plan. The Annual Cash Incentive Plan provides annual cash incentive compensation opportunities based on performance measures that are similar to the performance measures utilized for fiscal year 2020, as follows:



     •  Total Net Sales - net sales as reflected in the Company's financial
        statements.


     •  Adjusted EBITDA - EBITDA before stock based compensation
        expense, non-cash charges and certain other expenses.


     •  Individual Goal Achievement - performance of the executives versus their
        respective annual performance objectives.

For fiscal year 2021, 60% of the incentive award is based upon the achievement of certain levels of Adjusted EBITDA, 20% is based upon achieving certain levels of net sales and 20% is based upon attainment of certain individual performance goals. The foregoing percentages are then multiplied by the NEO's total target incentive award (calculated as a percentage of annual base salary) to arrive at the target amounts. The Annual Cash Incentive Plan includes a funding trigger that requires the achievement of the established minimum threshold performance level for Adjusted EBITDA in order for any potential payout based on the Total Net Sales or Individual Goal Achievement measures.

For the Adjusted EBITDA and Total Net Sales performance measures, the payouts will range from 0% of target for minimum performance, 100% of target for target performance, and 200% of target for maximum performance, for fiscal year 2021 Payout percentages for performance between the minimum performance goal, the target performance goal and the maximum performance goal will be determined using linear interpolation.

In making award determinations under the Annual Cash Incentive Plan, the Compensation Committee shall have full power and authority to interpret the terms and conditions of the Annual Cash Incentive Plan and make all determinations thereunder, as well as the power and authority to make adjustments to the design of the Annual Cash Incentive Plan that it deems necessary or proper in its sole and absolute discretion. Annual cash incentive awards will be paid in a lump sum (less applicable withholdings) within the "applicable 2-1/2 month period," as defined in Treasury Regulations Section 1.409A-1(b)(4)(A) following the Company's March 31, 2021 fiscal year end.

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