Common use of Catch-Up Clause in Contracts

Catch-Up. Notwithstanding Section 2(b)(i) hereof, subject to the Optionee’s continued employment with the Company and its Affiliates and except as may otherwise be provided in Section 2(d) hereof, the Performance Options scheduled to vest with respect to any prior fiscal year that failed to vest pursuant to Section 2(b)(i) hereof because the Performance Goal for that fiscal year was not attained, shall vest and become exercisable on the Determination Date for a later fiscal year if and only if the Committee determines that the Company has achieved the cumulative performance goal set forth on Exhibit A attached hereto through the end of such fiscal year (the “Cumulative Performance Goal”).

Catch-Up. Notwithstanding Section 2(b)(i) hereofthe foregoing, subject to the Optionee’s continued employment with the Company and its Affiliates or an Affiliate and except as may otherwise be provided in Section 2(d) hereof, the Performance Options scheduled to vest with respect to any prior fiscal year that failed to vest pursuant to Section 2(b)(i2(c)(ii)(A) hereof above because the Performance Goal for that fiscal year was not attained, shall vest and become exercisable on the Determination Date for a later fiscal year if and only if the Committee determines that the Company has achieved the cumulative performance goal set forth on Exhibit A attached hereto through the end of for such fiscal year (the “Cumulative Performance Goal”).