Common use of Performance Option Clause in Contracts

Performance Option. If the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target” or “Annual Performance Target”) for the applicable given Fiscal Year, then the Performance Option shall be eligible to become vested and exercisable as to a percentage of the Shares subject to such Option at the end of each of the six Fiscal Years as follows: (A) in respect of the first Fiscal Year, a Pro Rata Fraction of 20% of the Shares subject to the Option (the “Initial Tranche”); (B) in respect of each of the second through fifth Fiscal Years, 20% of the Shares subject to the Option; and (C) in respect of the sixth Fiscal Year, the portion of the Initial Tranche in excess of the Pro Rata Fraction of the Initial Tranche that did not become vested in respect of the first Fiscal Year. Notwithstanding the foregoing, in the event that an EBITDA Target is not achieved in a particular Fiscal Year, then that portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target shall nevertheless vest and become exercisable at the end of any subsequent Fiscal Years if the cumulative EBITDA Target (each a “Cumulative EBITDA Target”) set forth on Schedule A attached hereto is achieved on a cumulative basis at the end of such Fiscal Year with respect to all then completed Fiscal Years. In addition, for the avoidance of doubt, except as otherwise provided in Section 3.1(b) below, no portion of the Performance Option shall become vested and exercisable at any time unless the Optionee remains employed with the Company or the applicable Service Recipient through the date on which it is determined that the applicable EBITDA or Cumulative EBITDA Target of the immediately preceding Fiscal Year has been achieved.

Performance Option. If the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target” or “Annual Performance Target”) for the applicable given Fiscal Year, then the Performance Option shall be eligible to become vested and exercisable as to a percentage of the Shares subject to such Option at the end of each of the six five Fiscal Years as follows: (A) in respect of the first Fiscal Year, a Pro Rata Fraction of 2025% of the Shares subject to the Option (the “Initial Tranche”); (B) in respect of each of the second through fifth fourth Fiscal Years, 2025% of the Shares subject to the Option; and (C) in respect of the sixth fifth Fiscal Year, the portion of the Initial Tranche in excess of the Pro Rata Fraction of the Initial Tranche that did not become vested in respect of the first Fiscal Year. Notwithstanding the foregoing, in the event that an EBITDA Target is not achieved in a particular Fiscal Year, then that portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target shall nevertheless vest and become exercisable at the end of any subsequent Fiscal Years if the cumulative EBITDA Target set forth on Schedule A attached hereto (each a “Cumulative EBITDA Target”) set forth on Schedule A attached hereto is achieved on a cumulative basis at the end of such Fiscal Year with respect to all then completed Fiscal Years. In addition, for For the avoidance of doubt, except as otherwise provided in Section 3.1(b) below, no portion of the Performance Option shall become vested and exercisable at any time unless the Optionee remains employed with the Company or the applicable Service Recipient through the date on which it is determined that the applicable EBITDA Target or Cumulative EBITDA Target of the immediately preceding Fiscal Year has been achieved.

Performance Option. If the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target” or “Annual Performance Target”A) for the applicable given Fiscal Year, then the The Performance Option shall be eligible to become vested and exercisable as with respect to a the following percentage of Shares (each such percentage of Shares identified below, an “Option Tranche”) upon the Shares subject to such Option at Board’s determination that the end of each of Company has attained the six Fiscal Years as follows: (A) applicable Annual Pro Rata EBITDA Target in respect of the first applicable Fiscal Year, a Pro Rata Fraction of 20as follows: 2011 $ 608,000,000 20.00 % of the Shares subject to the Option (the “Initial Tranche”);2012 $ 718,000,000 20.00 % 2013 $ 847,000,000 20.00 % 2014 $ 1,000,000,000 20.00 % 2015 $ 1,150,000,000 20.00 % (B) Notwithstanding anything set forth in respect of each of the second through fifth Fiscal Years, 20% of the Shares subject to the Option; and (CSection 3.1(a)(ii)(A) in respect of the sixth Fiscal Year, the portion of the Initial Tranche in excess of the Pro Rata Fraction of the Initial Tranche that did not become vested in respect of the first Fiscal Year. Notwithstanding the foregoingabove, in the event that an in any given Fiscal Year the Company fails to achieve 100% of the applicable Annual Pro Rata EBITDA Target, the Performance Option may still become vested as follows: 1) if at least 95% of the applicable Annual Pro Rata EBITDA Target is achieved, 75% of the applicable Option Tranche will become vested; and 2) if at least 90% of the applicable Annual Pro Rata EBITDA Target is achieved, 50% of the applicable Option Tranche will become vested. (C) (1) Notwithstanding anything set forth in Section 3.1(a)(ii)(A) or 3.1(a)(ii)(B) above, in the event that the Annual Pro Rata EBITDA Target is not achieved in a particular Fiscal Year listed in the table set forth in Section 3.1(a)(ii)(A) above (any such Fiscal Year, then that portion a “Missed Year” and the five Fiscal Years so listed, collectively, the “Initial Target Years”), then, during the Initial Target Years and through the end of the Performance third Fiscal Year thereafter (each, an “Additional Year” and, the three year period, the “Catch Up Term”), the Option Tranche(s) (or any portion thereof) that was eligible to vest but failed to vest due to the Company’s failure to fully achieve its the Annual Pro Rata EBITDA Target in such Missed Year shall nevertheless vest and become exercisable at to the end of extent the Annual Pro Rata EBITDA Target for any subsequent one or more completed Fiscal Years if the cumulative EBITDA Target that is subsequent to any Missed Year (each a “Cumulative EBITDA Subsequent Year Target”) set forth on Schedule A attached hereto ), but within the Catch Up Term, is achieved on a cumulative basis at the end of such Fiscal Year with respect to all then completed Fiscal Years. In addition, for the avoidance of doubt, except as otherwise provided in Section 3.1(b) below, no portion of the Performance Option shall become vested and exercisable at any time unless the Optionee remains employed with the Company or the applicable Service Recipient through the date on which it is determined that the applicable EBITDA or Cumulative EBITDA Target of the immediately preceding Fiscal Year has been achieved.

Performance Option. If the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target” or “Annual Performance Target”i) for the applicable given Fiscal Year, then the The Performance Option shall be eligible to become vested and exercisable as to a percentage 100% of the Shares shares subject to such Option at on __________ __, 20__ provided, however, that the end vesting and exercisability of the Performance Option will be accelerated pursuant to the following schedule, if and only to the extent that the Company achieves the applicable annual performance targets for each of the six ▇▇▇ ▇▇▇▇▇▇▇▇’▇ Fiscal Years _____ through ______ set forth in the schedule attached hereto as follows: (Schedule A) , in respect of which the first Fiscal Year, a Pro Rata Fraction of 20% applicable percentage of the Shares subject to the Performance Option (the “Initial Tranche”); (B) in respect of each of the second through fifth Fiscal Years, 20% of the Shares subject to the Option; and (C) in respect of the sixth Fiscal Year, the portion of the Initial Tranche in excess of the Pro Rata Fraction of the Initial Tranche that did not may become vested in respect and exercisable (each, an “Annual Performance Target”): Last Day of the first Fiscal Year. Notwithstanding the foregoing, in Year 200 25% Last Day of Fiscal Year 200 50% Last Day of Fiscal Year 200 75% Last Day of Fiscal Year 200 90% Last Day of Fiscal Year 200 100% In the event that an EBITDA Annual Performance Target is not achieved in a particular Fiscal Year (any such year, a “Missed Year”), if and only to the extent that performance of the Company in any subsequent Fiscal Year satisfies the Cumulative Performance Targets (as set forth in Schedule A) applicable to any such subsequent Fiscal Year, then that portion the applicable percentage of the Performance Option that was eligible scheduled to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target shall nevertheless vest become vested and become exercisable at the end of any subsequent Fiscal Years if the cumulative EBITDA Target (each a “Cumulative EBITDA Target”) set forth on Schedule A attached hereto is achieved on a cumulative basis at the end in respect of such Fiscal Missed Year with respect to all then completed Fiscal Years. In addition, for the avoidance of doubt, except as otherwise provided in Section 3.1(b) below, no portion of the Performance Option shall become vested and exercisable at any time unless as of the Optionee remains employed end of the Fiscal Year in respect of which the Cumulative Performance Targets are achieved. (ii) In the event that the Optionee’s employment with the Company or terminates for any reason (other than for Cause by the Company) after the end of a particular Fiscal Year but before the Determination Date (as defined below) in respect of such year, if the Annual Performance Targets applicable Service Recipient through to such Fiscal Year are determined to have been achieved upon the Determination Date, then the percentage of the Performance Option that would otherwise be vested and exercisable in respect of such prior Fiscal Year in accordance with the schedule set forth in Section 3.1(a)(i) above shall be deemed to have been vested and exercisable immediately prior to the date on which it is determined that the applicable EBITDA or Cumulative EBITDA Target of termination of the immediately preceding Fiscal Year has been achievedOptionee’s employment with the Company.

Performance Option. If the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target” or “Annual Performance Target”i) for the applicable given Fiscal Year, then the The Performance Option shall be eligible become exercisable with respect to become vested and exercisable as to a percentage of the Shares subject to such Option at the end of each of the six Fiscal Years as follows: (A) in respect of the first Fiscal Year, a Pro Rata Fraction of 20% of the Shares shares of Common Stock subject to the such Performance Option (the “Initial Tranche”); (B) in respect of each Fiscal Year (beginning with the 2004 Fiscal Year) upon the achievement by the Company of the second through fifth Performance Target established in respect of each such Fiscal YearsYear and set forth on Appendix A attached hereto; provided, however, that such Performance Option shall only become exercisable as to 20% of the Shares shares of Common Stock subject to the Option; and such Performance Option (C) in respect each such 20% of the sixth Fiscal Yearshares, the portion a "Tranche") on December 31 of the Initial Tranche in excess of the Pro Rata Fraction of the Initial Tranche that did not become vested in respect of the first Fiscal Year. Notwithstanding the foregoing, in the event that an EBITDA Target is not achieved in a particular Fiscal Year, then that portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target shall nevertheless vest and become exercisable at the end of any subsequent Fiscal Years if the cumulative EBITDA Target (each a “Cumulative EBITDA Target”) set forth on Schedule A attached hereto is achieved on a cumulative basis at the end of such Fiscal Year with respect to all then completed Fiscal Years. In addition, for upon the avoidance of doubt, except as otherwise provided in Section 3.1(b) below, no portion occurrence of the Performance Option shall become vested and exercisable at any time unless Financial Statement Approval Date applicable to such Fiscal Year so long as either (i) the Optionee remains employed with the Company or on the applicable Service Recipient Financial Statement Approval Date or (ii) an Interim Termination Event occurs between such December 31 and the applicable Financial Statement Approval Date. If the Company does not achieve its Performance Target for any given Fiscal Year (a "Missed Year"), the Performance Option shall not become exercisable in respect of such Fiscal Year, as set forth in the immediately preceding sentence; provided, however, that if the Company achieves the Performance Target as established for any Fiscal Year subsequent to a Missed Year, then any prior percentage of the Performance Option (the exercisability of which had not previously occurred) in respect of prior Missed Years shall become exercisable (but only to the extent such Performance Option has not otherwise terminated or become exercisable). Notwithstanding the foregoing, the Performance Option shall become exercisable as to 100% of the shares of Common Stock subject to such Performance Option (to the extent such Performance Option has not otherwise terminated or become exercisable) on the eighth anniversary of the Grant Date. (ii) Notwithstanding the foregoing, upon the occurrence of a Change of Control prior to December 31, 2008, the Performance Option (to the extent such Performance Option has not otherwise terminated) shall be exercisable with respect to the number of shares of Common Stock equal to the total number of shares of Common Stock subject to the Performance Option multiplied by a fraction, (i) the numerator of which is the number of shares of Common Stock that have previously become exercisable in respect of prior Fiscal Years, plus, with respect to the Tranche that could have become vested in respect the Fiscal Year in which the Change of Control occurs, if the Board determines, in its good faith discretion that, as of the date of the Change of Control, the Company would, but for the Change of Control, have achieved the Performance Target for such year, a pro rata portion of such Tranche (based on the number of days that have elapsed in such Fiscal Year through the date on of the Change of Control, relative to 365 days) (the "Pro-Rata Fiscal Year") and (ii) the denominator of which it is determined the maximum number of shares that could have become vested in such completed Fiscal Years (whether or not they actually vested), plus a pro-rata portion of the maximum number of shares that could have become vested for the Fiscal Year in which the Change of Control occurred. (See Exhibit I for an example of the application of this Section 3.1(b)(ii).) Notwithstanding the foregoing provisions of this Section 3.1(b), if the Board determines, in its good faith discretion, that, as of the date of the Change of Control, the Company achieved the applicable EBITDA or Cumulative EBITDA Performance Target set forth in Appendix A hereto, the Option shall become exercisable in full. The Board shall make such determination based on an interpolation of the immediately preceding applicable Fiscal Year has been achieved.goals set forth in Appendix A.

Performance Option. If the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target” or “Annual Performance Target”i) for the applicable given Fiscal Year, then the Performance The Option shall be eligible become exercisable with respect to become vested and exercisable as to a percentage 20% of the Shares shares of Common Stock subject to such Option at the end of each of the six Fiscal Years as follows: (A) in respect of each Fiscal Year (beginning with the first 2004 Fiscal Year) upon the achievement by the Company of the Performance Target established in respect of each such Fiscal Year and set forth on Appendix A attached hereto; provided, a Pro Rata Fraction of however, that such Option shall only become exercisable as to 20% of the Shares shares of Common Stock subject to the such Option (the “Initial Tranche”); (B) in respect of each of the second through fifth Fiscal Years, such 20% of the Shares subject to the Option; and (C) in respect of the sixth Fiscal Yearshares, the portion of the Initial Tranche in excess of the Pro Rata Fraction of the Initial Tranche that did not become vested in respect of the first Fiscal Year. Notwithstanding the foregoing, in the event that an EBITDA Target is not achieved in a particular Fiscal Year, then that portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target shall nevertheless vest and become exercisable at the end of any subsequent Fiscal Years if the cumulative EBITDA Target (each a “Cumulative EBITDA TargetTranche”) set forth on Schedule A attached hereto is achieved on a cumulative basis at the end December 31 of each such Fiscal Year with respect to all then completed Fiscal Years. In addition, for upon the avoidance of doubt, except as otherwise provided in Section 3.1(b) below, no portion occurrence of the Performance Option shall become vested and exercisable at any time unless Financial Statement Approval Date applicable to such Fiscal Year so long as either (i) the Optionee remains employed with the Company or on the applicable Service Recipient Financial Statement Approval Date or (ii) an Interim Termination Event occurs between such December 31 and the applicable Financial Statement Approval Date. If the Company does not achieve its Performance Target for any given Fiscal Year (a “Missed Year”), the Option shall not become exercisable in respect of such Fiscal Year, as set forth in the immediately preceding sentence; provided, however, that if the Company achieves the Performance Target as established for any Fiscal Year subsequent to a Missed Year, then any prior percentage of the Option (the exercisability of which had not previously occurred) in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated or become exercisable). Notwithstanding the foregoing, the Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option (to the extent such Option has not otherwise terminated or become exercisable) on the eighth anniversary of the Grant Date. (ii) Notwithstanding the foregoing, upon the occurrence of a Change of Control prior to December 31, 2008, the Option (to the extent such Option has not otherwise terminated) shall be exercisable with respect to the number of shares of Common Stock equal to the total number of shares of Common Stock subject to the Option multiplied by a fraction, (i) the numerator of which is the number of shares of Common Stock that have previously become exercisable in respect of prior Fiscal Years, plus, with respect to the Tranche that could have become vested in respect the Fiscal Year in which the Change of Control occurs, if the Board determines, in its good faith discretion that, as of the date of the Change of Control, the Company would, but for the Change of Control, have achieved the Performance Target for such year, a pro rata portion of such Tranche (based on the number of days that have elapsed in such Fiscal Year through the date on of the Change of Control, relative to 365 days) (the “Pro-Rata Fiscal Year”) and (ii) the denominator of which it is determined the maximum number of shares that could have become vested in such completed Fiscal Years (whether or not they actually vested), plus a pro-rata portion of the maximum number of shares that could have become vested for the Fiscal Year in which the Change of Control occurred. (See Exhibit I for an example of the application of this Section 3.1(b)(ii).) Notwithstanding the foregoing provisions of this Section 3.1(b), if the Board determines, in its good faith discretion, that, as of the date of the Change of Control, the Company achieved the applicable EBITDA or Cumulative EBITDA Performance Target set forth in Appendix A hereto, the Option shall become exercisable in full. The Board shall make such determination based on an interpolation of the immediately preceding applicable Fiscal Year has been achieved.goals set forth in Appendix A.

Performance Option. If the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target” or “Annual Performance Target”i) for the applicable given Fiscal Year, then the The Performance Option shall be eligible become exercisable with respect to become vested and exercisable as to a percentage 20% of the Shares shares of Common Stock subject to such Option at the end of each of the six Fiscal Years as follows: (A) in respect of each Fiscal Year (beginning with the first 2004 Fiscal Year) upon the achievement by the applicable division of the Company (“Applicable Division”) (as set forth on Exhibit A) of the Performance Targets established in respect of each Fiscal Year of the Applicable Division and set forth on Exhibit A attached hereto; provided, a Pro Rata Fraction of however, that such Option shall only become exercisable as to 20% of the Shares shares of Common Stock subject to the such Option (the “Initial Tranche”); (B) in respect of each of the second through fifth Fiscal Years, such 20% of the Shares subject to the Option; and (C) in respect of the sixth Fiscal Yearshares, the portion of the Initial Tranche in excess of the Pro Rata Fraction of the Initial Tranche that did not become vested in respect of the first Fiscal Year. Notwithstanding the foregoing, in the event that an EBITDA Target is not achieved in a particular Fiscal Year, then that portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target shall nevertheless vest and become exercisable at the end of any subsequent Fiscal Years if the cumulative EBITDA Target (each a “Cumulative EBITDA TargetTranche”) set forth on Schedule A attached hereto is achieved on a cumulative basis at the end December 31 of each such Fiscal Year with respect to all then completed Fiscal Years. In addition, for upon the avoidance of doubt, except as otherwise provided in Section 3.1(b) below, no portion occurrence of the Performance Option shall become vested and exercisable at any time unless Financial Statement Approval Date applicable to such Fiscal Year so long as either (i) the Optionee remains employed with the Company or on the applicable Service Recipient Financial Statement Approval Date or (ii) an Interim Termination Event occurs between such December 31 and the applicable Financial Statement Approval Date. If the Applicable Division does not achieve its Annual Performance Target for any given Fiscal Year (a “Missed Year”), the Option shall not become exercisable in respect of such Fiscal Year, as set forth in the immediately preceding sentence; provided, however, that if the Applicable Division achieves the Cumulative Performance Target as established for any Fiscal Year subsequent to a Missed Year, then any prior percentage of the Option (the exercisability of which had not previously occurred) in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated or become exercisable). Notwithstanding the foregoing, the Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option (to the extent such Option has not otherwise terminated or become exercisable) on the eighth anniversary of the Grant Date. (ii) Notwithstanding the foregoing, upon the occurrence of a Change of Control prior to December 31, 2008, the Performance Option (to the extent such Performance Option has not otherwise terminated) shall be exercisable with respect to the number of shares of Common Stock equal to the total number of shares of Common Stock subject to the Performance Option multiplied by a fraction, (i) the numerator of which is the number of shares of Common Stock that have previously become exercisable in respect of prior Fiscal Years, plus, with respect to the Tranche that could have become vested in respect the Fiscal Year in which the Change of Control occurs, if the Board determines, in its sole discretion (which must be exercised in good faith) that, as of the date of the Change of Control, the Applicable Division would, but for the Change of Control, have achieved the Annual Performance Target for such year, a pro rata portion of such Tranche (based on the number of days that have elapsed in such Fiscal Year through the date on of the Change of Control, relative to 365 days) (the “Pro-Rata Fiscal Year”) and (ii) the denominator of which it is determined the maximum number of shares that could have become vested in such completed Fiscal Years (whether or not they actually vested), plus a pro-rata portion of the maximum number of shares that could have become vested for the Fiscal Year in which the Change of Control occurred. (See Exhibit I for an example of the application of this Section 3.1(b)(ii).) Notwithstanding the foregoing provisions of this Section 3.1(b), if the Board determines, in its sole discretion (exercised in good faith), that, as of the date of the Change of Control, the Applicable Division achieved the applicable EBITDA or Cumulative EBITDA Performance Target set forth in Appendix A hereto, the Option shall become exercisable in full. The Board shall make such determination based on an interpolation of the immediately preceding applicable Fiscal Year has been achieved.goals set forth in Appendix A.

Performance Option. (A) If the Company, on a consolidated basis, Company achieves its annual the applicable EBITDA targets as set forth in for each of the Fiscal Years 2016 through 2018 as set forth on Schedule A attached hereto (each an “EBITDA Target” or “Annual Performance Target”) for the applicable given Fiscal Year), then the Performance Option shall be eligible to become vested and exercisable as with respect to a percentage 33.3% of the Shares subject to such Option at the end of each of the six such Fiscal Years as followsYear; provided that: (A1) In the event that that Annual Performance Target in respect of Fiscal Year 2017 is not achieved, but the first Company’s EBITDA in respect of Fiscal YearYear 2017 is at least $ , a Pro Rata Fraction of 20% then one-quarter (1/4) of the Shares subject Performance Options eligible to vest in respect of Fiscal Year 2017 shall vest and become exercisable at the Option end of Fiscal Year 2017, and with respect of the remaining three-quarters (3/4) of the Performance Options eligible to vest in respect of Fiscal Year 2017 (the “Initial TrancheUnvested 2017 Options”);, one-half (1/2) of the such Unvested 2017 Options shall vest and become exercisable at the end of Fiscal Year 2019 if the Company’s EBITDA in respect of Fiscal Year 2019 is at least $ , and one-half (1/2) of the Unvested 2017 Options shall vest and become exercisable at the end of Fiscal Year 2020 if the Company’s EBITDA in respect of Fiscal Year 2020 is at least $ ; provided, that if the Cumulative Performance Target in respect of a subsequent Fiscal Year is achieved or exceeded, then any unvested portion of the Unvested 2017 Options shall vest and become exercisable at the end of such subsequent Fiscal Year; and 2) in the event that that Annual Performance Target in respect of Fiscal Year 2018 is not achieved, but the Company’s EBITDA in respect of Fiscal Year 2018 is at least $ , then one-quarter (1/4) of the Performance Options eligible to vest in respect of Fiscal Year 2018 shall vest and become exercisable at the end of Fiscal Year 2018, and with respect of the remaining three-quarters (3/4) of the Performance Options eligible to vest in respect of Fiscal Year 2018 (the “Unvested 2018 Options”), one-half (1/2) of the such Unvested 2018 Options shall vest and become exercisable at the end of Fiscal Year 2019 if the Company’s EBITDA in respect of Fiscal Year 2019 is at least $ , and one-half (1/2) of the Unvested 2018 Options shall vest and become exercisable at the end of Fiscal Year 2020 if the Company’s EBITDA in respect of Fiscal Year 2020 is at least $ ; provided, that if the Cumulative Performance Target in respect of a subsequent Fiscal Year is achieved or exceeded, then any unvested portion of the Unvested 2018 Options shall vest and become exercisable at the end of such subsequent Fiscal Year. (B) in respect of each of the second through fifth Fiscal Years, 20% of the Shares subject to the Option; and (C) in respect of the sixth Fiscal Year, the portion of the Initial Tranche in excess of the Pro Rata Fraction of the Initial Tranche that did not become vested in respect of the first Fiscal Year. Notwithstanding the foregoing, in the event that an EBITDA the Annual Performance Target is not achieved in a particular Fiscal Year (a “Missed Year”), then that 33.3% portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Annual Performance Target in the Missed Year shall nevertheless also vest and become exercisable at the end of any subsequent Fiscal Years Year if at the cumulative EBITDA end of such subsequent Fiscal Year, the Cumulative Performance Target (each a “Cumulative EBITDA Target”) set forth on Schedule A attached hereto is achieved on a cumulative basis at the end of for such Fiscal Year with respect to all then completed Fiscal Yearsis achieved or exceeded. In addition, for the avoidance of doubt, except as otherwise provided in Section 3.1(b) below, no portion Any part of the Performance Option that does not vest pursuant to Section 3.1(a)(ii)(A) or (B) shall become vested and exercisable at any time unless the Optionee remains employed with the Company or the applicable Service Recipient through the date on which it is determined that the applicable EBITDA or Cumulative EBITDA Target of the immediately preceding Fiscal Year has been achievedremain outstanding as an unvested Option subject to vesting pursuant to Section 3.1(b) until such Option otherwise terminates pursuant to this Agreement.

Performance Option. If the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target” or “Annual Performance Target”i) for the applicable given Fiscal Year, then the Performance The Option shall be eligible become exercisable with respect to become vested and exercisable as to a percentage 20% of the Shares shares of Common Stock subject to such Option at the end of each of the six Fiscal Years as follows: (A) in respect of each Fiscal Year (beginning with the first 2004 Fiscal Year) upon the achievement by the Company of the Performance Target established in respect of each such Fiscal Year and set forth on Appendix A attached hereto; provided, a Pro Rata Fraction of however, that such Option shall only become exercisable as to 20% of the Shares shares of Common Stock subject to the such Option (the “Initial Tranche”); (B) in respect of each of the second through fifth Fiscal Years, such 20% of the Shares subject to the Option; and (Cshares, a "Tranche") in respect on December 31 of the sixth Fiscal Year, the portion of the Initial Tranche in excess of the Pro Rata Fraction of the Initial Tranche that did not become vested in respect of the first Fiscal Year. Notwithstanding the foregoing, in the event that an EBITDA Target is not achieved in a particular Fiscal Year, then that portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target shall nevertheless vest and become exercisable at the end of any subsequent Fiscal Years if the cumulative EBITDA Target (each a “Cumulative EBITDA Target”) set forth on Schedule A attached hereto is achieved on a cumulative basis at the end of such Fiscal Year with respect to all then completed Fiscal Years. In addition, for upon the avoidance of doubt, except as otherwise provided in Section 3.1(b) below, no portion occurrence of the Performance Option shall become vested and exercisable at any time unless Financial Statement Approval Date applicable to such Fiscal Year so long as either (i) the Optionee remains employed with the Company or on the applicable Service Recipient Financial Statement Approval Date or (ii) an Interim Termination Event occurs between such December 31 and the applicable Financial Statement Approval Date. If the Company does not achieve its Performance Target for any given Fiscal Year (a "Missed Year"), the Option shall not become exercisable in respect of such Fiscal Year, as set forth in the immediately preceding sentence; provided, however, that if the Company achieves the Performance Target as established for any Fiscal Year subsequent to a Missed Year, then any prior percentage of the Option (the exercisability of which had not previously occurred) in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated or become exercisable). Notwithstanding the foregoing, the Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option (to the extent such Option has not otherwise terminated or become exercisable) on the eighth anniversary of the Grant Date. (ii) Notwithstanding the foregoing, upon the occurrence of a Change of Control prior to December 31, 2008, the Option (to the extent such Option has not otherwise terminated) shall be exercisable with respect to the number of shares of Common Stock equal to the total number of shares of Common Stock subject to the Option multiplied by a fraction, (i) the numerator of which is the number of shares of Common Stock that have previously become exercisable in respect of prior Fiscal Years, plus, with respect to the Tranche that could have become vested in respect the Fiscal Year in which the Change of Control occurs, if the Board determines, in its good faith discretion that, as of the date of the Change of Control, the Company would, but for the Change of Control, have achieved the Performance Target for such year, a pro rata portion of such Tranche (based on the number of days that have elapsed in such Fiscal Year through the date on of the Change of Control, relative to 365 days) (the "Pro-Rata Fiscal Year") and (ii) the denominator of which it is determined the maximum number of shares that could have become vested in such completed Fiscal Years (whether or not they actually vested), plus a pro-rata portion of the maximum number of shares that could have become vested for the Fiscal Year in which the Change of Control occurred. (See Exhibit I for an example of the application of this Section 3.1(b)(ii).) Notwithstanding the foregoing provisions of this Section 3.1(b), if the Board determines, in its good faith discretion, that, as of the date of the Change of Control, the Company achieved the applicable EBITDA or Cumulative EBITDA Performance Target set forth in Appendix A hereto, the Option shall become exercisable in full. The Board shall make such determination based on an interpolation of the immediately preceding applicable Fiscal Year has been achieved.goals set forth in Appendix A.