Common use of Performance Calculation Clause in Contracts

Performance Calculation. The RSUs shall be deemed earned as set forth in the table below based on the Average Share Price. If on the Closing Date, the Average Share Price fails to achieve the target level specified in the table below, then all RSUs shall be deemed unearned, forfeited, and canceled immediately without consideration. The RSUs that are deemed earned in accordance with this Section 2(c) shall be payable as of (and not before) the Settlement Date (defined below). Greater than or equal to $67.54 100% Less than $67.54 0% (i) Notwithstanding the foregoing, if at any time between the Date of Grant and the Closing Date, the volume-weighted average closing price of a share of the Company’s common stock for any consecutive 60-trading day period (the final day of such 60-trading day period, the “Interim Closing Date”) is greater than or equal to $67.54, then vesting shall occur in three installments as follows: (1) Twenty-five percent (25%) of the RSUs will vest on the earlier of (x) the first anniversary of the Interim Closing Date or (y) the Closing Date; and (2) Twenty-five percent (25%) of the RSUs will vest on the earlier of (x) second anniversary of the Interim Closing Date or (y) the Closing Date; and (3) The remaining fifty percent (50%) of the RSUs (the “Remaining RSUs”) will vest on the Closing Date. (ii) Further notwithstanding the foregoing, if at any time between the one-year anniversary of the Interim Closing Date and the Closing Date, the volume-weighted average closing price of a share of the Company’s common stock for any consecutive 60-trading day period (the final day of such 60-trading day period, the “Subsequent Closing Date”) is greater than or equal to $67.54, then vesting of the Remaining RSUs shall occur as follows (it being understood the vesting of the RSUs in Subsections 2(c)(ii)(1) and (2) shall be unaffected): (1) Fifty percent (50%) of the Remaining RSUs will vest on the earlier of (x) the first anniversary of the Subsequent Closing Date or (y) the Closing Date; and (2) Fifty percent (50%) of the Remaining RSUs will vest on the earlier of (x) second anniversary of the Subsequent Closing Date or (y) the Closing Date.

Performance Calculation. The RSUs shall be deemed earned as set forth in the table below based on the Average Share Price. If on the Closing Date, the Average Share Price fails to achieve the target level specified in the table below, then all RSUs shall be deemed unearned, forfeited, and canceled immediately without consideration. The RSUs that are deemed earned in accordance with this Section 2(c) shall be payable as of (and not before) the Settlement Date (defined below). Greater than or equal to $67.54 101.31 100% Less than $67.54 101.31 0% (i) Notwithstanding the foregoing, if at any time between the Date of Grant and the Closing Date, the volume-weighted average closing price of a share of the Company’s common stock for any consecutive 60-trading day period (the final day of such 60-trading day period, the “Interim Closing Date”) is greater than or equal to $67.54101.31, then vesting shall occur in three installments as follows: (1) Twenty-five percent (25%) of the RSUs will vest on the earlier of (x) the first anniversary of the Interim Closing Date or (y) the Closing Date; and (2) Twenty-five percent (25%) of the RSUs will vest on the earlier of (x) second anniversary of the Interim Closing Date or (y) the Closing Date; and (3) The remaining fifty percent (50%) of the RSUs (the “Remaining RSUs”) will vest on the Closing Date. (ii) Further notwithstanding the foregoing, if at any time between the one-year anniversary of the Interim Closing Date and the Closing Date, the volume-weighted average closing price of a share of the Company’s common stock for any consecutive 60-trading day period (the final day of such 60-trading day period, the “Subsequent Closing Date”) is greater than or equal to $67.54101.31, then vesting of the Remaining RSUs shall occur as follows (it being understood the vesting of the RSUs in Subsections 2(c)(ii)(1) and (2) shall be unaffected): (1) Fifty percent (50%) of the Remaining RSUs will vest on the earlier of (x) the first anniversary of the Subsequent Closing Date or (y) the Closing Date; and (2) Fifty percent (50%) of the Remaining RSUs will vest on the earlier of (x) second anniversary of the Subsequent Closing Date or (y) the Closing Date.