Common use of Achievement of Performance Goals Clause in Contracts

Achievement of Performance Goals. As soon as administratively practicable following the end of a Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met for the Performance Period and will certify the number of PSUs that are earned for the Performance Period. Any earned PSUs will vest if the Participant continues to be employed by, or provide services to, the Employer, until the Payment Date. The number of PSUs that will be earned for each Performance Period shall be equal to (a) the target number of PSUs for that Performance Period (which is one-third of the total target number of PSUs), multiplied by (b) the weighting relative to each Performance Goal and the Earned Percentage for such Performance Goal for the Performance Period. There are discrete Performance Goals for each of the three one-year Performance Periods. The “Earned Percentage” for each of the Performance Goals shall be determined based on the table below, with straight-line interpolation used for performance achievement between the Threshold and Maximum Performance Levels for each of the Performance Periods. PSUs earned, if any, for a Performance Period will remain unvested until paid on the Payment Date, subject to the Participant’s continued employment or service with the Employer through the Payment Date. Performance Period #1 (1/1/2021 thru 12/31/2021) – 1/3 of the PSUs Performance Metrics Performance Metric Weightings Performance Levels Performance Level Goals PSUs Payout Score % [ ]% Threshold Maximum [ ]% Threshold Maximum Performance Period #2 (1/1/2022 thru 12/31/2022) – 1/3 of the PSUs Performance Metrics Performance Metric Weightings Performance Levels Performance Level Goals PSUs Payout Score % [ ]% Threshold Maximum [ ]% Threshold Maximum Performance Period #3 (1/1/2023 thru 12/31/2023) – 1/3 of the PSUs Performance Metrics Performance Metric Weightings Performance Levels Performance Level Goals PSUs Payout Score % [ ]% Threshold Maximum [ ]% Threshold Maximum Any PSUs that are earned for a Performance Period will vest and be paid on the date specified by the Committee for payment of vested PSUs after the final Performance Period, which shall be between January 1, 2024 and March 15, 2024 (the “Payment Date”), if the Participant continues to be employed by, or provide services to, the Employer through the Payment Date. If the Participant ceases to be employed by, or provide service to, the Employer for any reason before the Payment Date, any unvested PSUs shall automatically terminate and shall be forfeited as of the date of the Participant’s termination of employment or service, except as provided in Section 5(b) below. No payment shall be made with respect to any unvested PSUs that are forfeited or not earned.

Achievement of Performance Goals. As soon as administratively practicable following the end of a Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met for the Performance Period and will certify the number of PSUs that are earned for the Performance Period. Any earned PSUs will vest if the Participant continues to be employed by, or provide services to, the Employer, until the Payment Date. The number of PSUs that will be earned for each Performance Period shall be equal to (a) the target number of PSUs for that Performance Period (which is one-third of the total target number of PSUs), multiplied by (b) the weighting relative to each Performance Goal and the Earned Percentage for such Performance Goal for the Performance Period. There are discrete Performance Goals for each of the three one-year Performance Periods. The “Earned Percentage” for each of the Performance Goals shall be determined based on the table below, with straight-line interpolation used for performance achievement between the Threshold and Maximum Performance Levels for each of the Performance Periods. PSUs earned, if any, for a Performance Period will remain unvested until paid on the Payment Date, subject to the Participant’s continued employment or service with the Employer through the Payment Date. Performance Period #1 (1/1/2021 thru 12/31/2021) – 1/3 of the PSUs Performance Metrics Performance Metric Weightings Performance Levels Performance Level Goals PSUs Payout Score % [ ]% Threshold Maximum [ ]% Threshold Maximum Performance Period #2 (1/1/2022 thru 12/31/2022) – 1/3 of the PSUs Performance Metrics Performance Metric Weightings Performance Levels Performance Level Goals PSUs Payout Score % [ ]% Threshold Maximum [ ]% Threshold Maximum Performance Period #3 (1/1/2023 thru 12/31/2023) – 1/3 of the PSUs Performance Metrics Performance Metric Weightings Performance Levels Performance Level Goals PSUs Payout Score % [ ]% Threshold Maximum [ ]% Threshold Maximum Any PSUs that are earned for a Performance Period will vest and be paid on the date specified by the Committee for payment of vested PSUs after the final Performance Period, which shall be between January 1, 2024 and March 15, 2024 (the “Payment Date”), if the Participant continues to be employed by, or provide services to, the Employer through the Payment Date. If the Participant ceases to be employed by, or provide service to, the Employer for any reason before the Payment Date, any unvested PSUs shall automatically terminate and shall be forfeited as of the date of the Participant’s termination of employment or service, except as provided in Section 5(b) below. No payment shall be made with respect to any unvested PSUs that are forfeited or not earned.