Common use of Performance-Based Equity Clause in Contracts

Performance-Based Equity. On or as soon as practicable after the Effective Date, Executive shall be entitled to receive the following: (A) a grant of performance shares (or substantially similar award) covering a “target” number of Shares equal to the quotient of (1) $100,000 divided by (2) the average closing price of a Share for the ten trading days immediately preceding the date of grant on the principal stock exchange on which it then trades (the “One-Year Performance Shares”), subject to a performance period beginning on March 1, 2017 and ending on February 28, 2018; (B) a grant of performance-based RSUs (or substantially similar award) covering a “target” number of Shares equal to the quotient of (1) $200,000 divided by (2) the average closing price of a Share for the ten trading days immediately preceding the date of grant on the principal stock exchange on which it then trades (the “Two-Year PRSUs”), subject to a performance period beginning on March 1, 2017 and ending on February 28, 2019; and (C) a grant of performance-based RSUs (or substantially similar award) covering a “target” number of Shares equal to the quotient of (1) $300,000 divided by (2) the average closing price of a Share for the ten trading days immediately preceding the date of grant on the principal stock exchange on which it then trades (the “Three-Year PRSUs”), subject to a performance period beginning on March 1, 2017 and ending on February 28, 2020. The One-Year Performance Shares, the Two-Year PRSUs and the Three-Year PRSUs (the “Performance Awards”) will be subject to terms and conditions set forth in the applicable award agreement, and the payout of each of the Performance Awards will vary in accordance with the percentages set forth on Exhibit A attached hereto based on Company relative total shareholder return performance achievement based upon a peer group established by the Committee, measured over the applicable performance period, in each case, subject to reduction by 1/3 (rounded to the nearest Share) in the event that the Company’s absolute total shareholder return during the applicable performance period is negative. Each of the Performance Awards will be payable, if earned, after the expiration of the applicable performance period.

Performance-Based Equity. On or as soon as practicable after the Effective Date, Executive shall be entitled to receive the following: (A) a grant of performance shares (or substantially similar award) covering a “target” number of Shares equal to the quotient of (1) $100,000 500,000 divided by (2) the average closing price of a Share for the ten trading days immediately preceding the date of grant on the principal stock exchange on which it then trades (the “One-Year Performance Shares”), subject to a performance period beginning on March 1, 2017 and ending on February 28, 2018; (B) a grant of performance-based RSUs (or substantially similar award) covering a “target” number of Shares equal to the quotient of (1) $200,000 1,000,000 divided by (2) the average closing price of a Share for the ten trading days immediately preceding the date of grant on the principal stock exchange on which it then trades (the “Two-Year PRSUs”), subject to a performance period beginning on March 1, 2017 and ending on February 28, 2019; and (C) a grant of performance-based RSUs (or substantially similar award) covering a “target” number of Shares equal to the quotient of (1) $300,000 1,500,000 divided by (2) the average closing price of a Share for the ten trading days immediately preceding the date of grant on the principal stock exchange on which it then trades (the “Three-Year PRSUs”), subject to a performance period beginning on March 1, 2017 and ending on February 28, 2020. The One-Year Performance Shares, the Two-Year PRSUs and the Three-Year PRSUs (the “Performance Awards”) will be subject to terms and conditions set forth in the applicable award agreement, and the payout of each of the Performance Awards will vary in accordance with the percentages set forth on Exhibit A attached hereto based on Company relative total shareholder return performance achievement based upon a peer group established by the Committee, measured over the applicable performance period, in each case, subject to reduction by 1/3 (rounded to the nearest Share) in the event that the Company’s absolute total shareholder return during the applicable performance period is negative. Each of the Performance Awards will be payable, if earned, after the expiration of the applicable performance period.