Common use of Earned Performance Shares Clause in Contracts

Earned Performance Shares. (a) Subject to Sections 3.l(b) and (c) below, the Shares subject to the PRSUs shall become Earned Performance Shares as of the Earned Date and shall become eligible to vest and become payable in accordance with the provisions of Section 3.2 if and to the extent that the Performance Objectives set out in Target 1 (applicable to 50% of Target Number of Shares) and Target 2 (applicable to 50% of Target Number of Shares) of Schedule B to this Agreement are attained. (b) As of the Earned Date, the Committee shall certify the attainment level of applicable Performance Objectives, and based on such certification, shall declare the number of Shares subject to the PRSUs that shall become Earned Performance Shares. Anything to the contrary in this Section 3.1 and Schedule B to this Agreement notwithstanding, the Committee retains sole discretion to determine the number of Shares subject to the PRSUs that will become Earned Performance Shares. (c) The Executive understands and agrees that the terms under which the PRSU s shall become Earned Performance Shares (as described in Section 3.1 above and in Schedule B) is confidential and the Executive agrees not to disclose, reproduce or distribute such confidential information concerning the Company, except as required in the course of the Executive's employment with the Company, without the prior written consent of the Company. The Executive's failure to abide by this condition may result in the immediate cancellation of the PRSUs. (d) Shares subject to the PRSUs that are not declared by the Committee on the Earned Date to be Earned Performance Shares shall be forfeited immediately. (e) The Performance Objectives may be adjusted as the Committee, in its sole discretion, deems appropriate. (f) If, prior to the Earned Date, the Executive experiences a Termination of Service due to death or Disability, the Performance Objectives will be deemed to be attained at 100% of the target level and all of the unearned Shares underlying the PRSU s will deemed to be Earned Performance Shares. (g) If, prior to the end of the Performance Period, (i) the Executive experiences a Termination of Service for reasons other than death, Disability or Cause, or (ii) there is a Change of Control, the Committee, may, in its sole discretion, deem the Performance Objectives to be attained at the level (not to exceed the 100% of the target level) determined by the Committee as to all or part of the unearned Shares underlying the PRSU s and deem them to be Earned Performance Shares.

Earned Performance Shares. (a) Subject to Sections 3.l(b) 3.1(b),(c), and (cd) belowbelow and subject to the aggregate amount payable limitations under the SMIP, the Shares subject to the PRSUs RSUs shall become Earned Performance Shares as of the Earned Certification Date and shall become eligible to vest and become payable in accordance with the provisions of Section 3.2 if and to the extent that the Performance Objectives set out in Target 1 (applicable to 50% of Target Number of Shares) and Target 2 (applicable to 50% of Target Number of Shares) of Schedule B Exhibit 1 to this Agreement the Acceptance Form are attainedattained and subject to the Executive being in the employment of the Company or any Subsidiary at each respective vesting date as set forth in Section 3.2 below. (b) The Performance Objectives may be adjusted in accordance with the terms of the Plan to the extent such adjustments would not prevent the RSUs from qualifying as qualified performance-based compensation under Section 162(m) of the Code. (c) As of the Earned Certification Date, the Committee shall certify the amount payable under the SMIP, determine the attainment level of applicable Performance Objectives, and based on such certificationcertification and determination, shall declare the number of Shares subject to the PRSUs RSUs that shall become Earned Performance Shares. Anything to the contrary in this Section 3.1 and Schedule B Exhibit 1 to this Agreement the Acceptance Form notwithstanding, the Committee retains sole discretion to determine the number of Shares subject to the PRSUs RSUs that will become Earned Performance Shares. (c) The Executive understands and agrees that the terms , subject to any requirements under which the PRSU s shall become Earned Performance Shares (as described in Code Section 3.1 above and in Schedule B) is confidential and the Executive agrees not to disclose, reproduce or distribute such confidential information concerning the Company, except as required in the course of the Executive's employment with the Company, without the prior written consent of the Company. The Executive's failure to abide by this condition may result in the immediate cancellation of the PRSUs162(m). (d) Shares subject to the PRSUs RSUs that are not declared by the Committee on the Earned Certification Date to be Earned Performance Shares shall be forfeited immediately. (e) The Performance Objectives may be adjusted as the Committee, in its sole discretion, deems appropriate. (f) If, prior to the Earned Date, end of the Executive experiences Performance Period there is a Termination Change of Service due to death or DisabilityControl, the Performance Objectives will be deemed to be attained at 100% of the target level and all of the unearned Shares underlying the PRSU s will deemed to be Earned Performance Shares. (g) If, prior to the end of the Performance Period, (i) the Executive experiences a Termination of Service for reasons other than death, Disability or Cause, or (ii) there is a Change of Control, the Committee, may, in its sole discretion, deem the Performance Objectives to be attained at the level (not to exceed the 100% of the target maximum level) determined by the Committee as to all or part of the unearned Shares underlying the PRSU s RSUs and deem them to be Earned Performance Shares; provided, however, (i) that no RSU shall become an Earned Performance Share prior to the Certification Date or to the extent such exercise of discretion would result in a payment exceeding the amount payable under SMIP, and (ii) that the time-based vesting requirements set forth in Section 3.2 shall continue to apply. Notwithstanding the foregoing, the Committee shall retain all discretion to waive the vesting requirements set forth in Section 3.2 in connection with a Change of Control so as to vest the Shares at an earlier date than that specified in Section 3.2.

Earned Performance Shares. (a) Subject to Sections 3.l(b) 3.1(b), (c), and (cd) belowbelow and subject to the aggregate amount payable limitations under the SMIP, the Shares subject to the PRSUs shall become Earned Performance Shares as of the Earned Certification Date and shall become eligible to vest and become payable in accordance with the provisions of Section 3.2 if and to the extent that the Performance Objectives set out in Target 1 (applicable to 50% of Target Number of Shares) and Target 2 (applicable to 50% of Target Number of Shares) of Schedule B Exhibit 1 to this Agreement the Acceptance Form are attainedattained and subject to the Executive being in the employment of the Company or any Subsidiary at each respective vesting date as set forth in Section 3.2 below. (b) The Performance Objectives may be adjusted in accordance with the terms of the Plan to the extent such adjustments would not prevent the PRSUs from qualifying as Qualified Performance-Based Compensation under Section 162(m) of the Code. (c) As of the Earned Certification Date, the Committee shall certify the amount payable under the SMIP, determine the attainment level of applicable Performance Objectives, and based on such certificationcertification and determination, shall declare the number of Shares subject to the PRSUs that shall become Earned Performance Shares. Anything to the contrary in this Section 3.1 and Schedule B Exhibit 1 to this Agreement the Acceptance Form notwithstanding, the Committee retains sole discretion to determine the number of Shares subject to the PRSUs that will become Earned Performance Shares. (c) The Executive understands and agrees that the terms , subject to any requirements under which the PRSU s shall become Earned Performance Shares (as described in Code Section 3.1 above and in Schedule B) is confidential and the Executive agrees not to disclose, reproduce or distribute such confidential information concerning the Company, except as required in the course of the Executive's employment with the Company, without the prior written consent of the Company. The Executive's failure to abide by this condition may result in the immediate cancellation of the PRSUs162(m). (d) Shares subject to the PRSUs that are not declared by the Committee on the Earned Certification Date to be Earned Performance Shares shall be forfeited immediately. (e) The Performance Objectives may be adjusted as the Committee, in its sole discretion, deems appropriate. (f) If, If there is a Change of Control prior to the Earned Date, end of the Executive experiences a Termination of Service due to death or DisabilityPerformance Period, the Performance Objectives will be deemed to be attained at 100% of the target maximum level and as to all of the unearned Shares underlying the PRSU s will deemed to be Earned Performance Shares. (g) If, prior to the end of the Performance Period, (i) the Executive experiences a Termination of Service for reasons other than death, Disability or Cause, or (ii) there is a Change of Control, the Committee, may, in its sole discretion, deem the Performance Objectives to be attained at the level (not to exceed the 100% of the target level) determined by the Committee as to all or part of the unearned Shares underlying the PRSU s PRSUs and deem them to be Earned Performance Shares; provided, however, (i) that no PRSU shall become an Earned Performance Share prior to the Certification Date or to the extent such exercise of discretion would result in a payment exceeding the amount payable under SMIP, and (ii) that the time-based vesting requirements set forth in Section 3.2 shall continue to apply. Notwithstanding the foregoing, the Committee shall retain all discretion to waive the vesting requirements set forth in Section 3.2 in connection with a Change of Control so as to vest the Shares at an earlier date than that specified in Section 3.2.

Earned Performance Shares. (a) Subject to Sections 3.l(b3.1(c) and (cd) belowand subject to the aggregate amount payable under the SMIP, the Shares subject to the PRSUs RSUs shall become Earned Performance Shares as of the Earned Certification Date and shall become eligible to vest and become payable in accordance with the provisions of Section 3.2 if and to the extent that the Performance Objectives set out in Target Targets 1 (applicable to 50% of Target Number of Shares) and Target 2 (applicable to 50% of Target 5 Number of Shares) of Schedule B Exhibit 1 to this Agreement the Acceptance Form are attainedattained and subject to the Executive being in the employment of the Company or any Subsidiary at each respective vesting date as set forth in Section 3.2 below. (b) As of the Earned Date, the Committee shall certify the attainment level of applicable Performance Objectives, and based on such certification, shall declare the number of Shares subject to the PRSUs that shall become Earned Performance Shares. Anything to the contrary in this Section 3.1 and Schedule B to this Agreement notwithstanding, the Committee retains sole discretion to determine the number of Shares subject to the PRSUs that will become Earned Performance Shares. (c) The Executive understands and agrees that the terms under which the PRSU s RSUs shall become Earned Performance Shares (as described in Section 3.1 above and in Schedule B) is are confidential and the Executive agrees not to disclose, reproduce or distribute such confidential information concerning the Company, except as required in the course of the Executive's ’s employment with the CompanyCompany or one of its Subsidiaries, without the prior written consent of the Company. The Executive's ’s failure to abide by this condition may result in the immediate cancellation of the PRSUsRSUs. (d) Shares subject to the PRSUs that are not declared by the Committee on the Earned Date to be Earned Performance Shares shall be forfeited immediately. (e) The Performance Objectives may be adjusted as the Committee, in its sole discretion, deems appropriate. (f) If, prior to the Earned Date, the Executive experiences a Termination of Service due to death or Disability, the Performance Objectives will be deemed to be attained at 100% of the target level and all of the unearned Shares underlying the PRSU s will deemed to be Earned Performance Shares. (gc) If, prior to the end of the Performance Period, (i) the Executive experiences a Termination of Service Executive’s employment terminates for reasons other than death, Disability or Cause, or (ii) there is a Change of Control, the Committee, may, in its sole discretion, deem the Performance Objectives to be attained at the level (not to exceed the 100% of the target maximum level) determined by the Committee as to all or part of the unearned Shares underlying the PRSU s RSUs and deem them to be Earned Performance Shares; provided, however, that no RSU shall become an Earned Performance Share prior to the Certification Date or to the extent such exercise of discretion would result in a payment exceeding the amount payable under SMIP. (d) The Performance Objectives may be adjusted in accordance with the terms of the Plan to the extent such adjustments would not prevent the RSUs from qualifying as qualified performance-based compensation under Section 162(m) of the Code. (e) As of the Certification Date, the Committee shall certify the amount payable under the SMIP, determine the attainment level of applicable Performance Objectives, and based on such certification and determination, shall declare the number of Shares subject to the RSUs that shall become Earned Performance Shares. Anything to the contrary in this Section 3.1 and Exhibit 1 to the Acceptance Form notwithstanding, the Committee retains sole discretion to determine the number of Shares subject to the RSUs that will become Earned Performance Shares, subject to any requirements under Code Section 162(m). (f) Shares subject to the RSUs that are not declared by the Committee on the Certification Date to be Earned Performance Shares shall be forfeited immediately.