Common use of Performance Restricted Shares Clause in Contracts

Performance Restricted Shares. On the Vesting Date, a percentage, determined in accordance with the schedule below and subject to the Committee’s discretionary authority described in Section 4(b)(iv), of the Performance Restricted Shares (rounded down to the nearest whole share) awarded to Employee pursuant to Section 2 hereof that are still outstanding and not previously forfeited shall vest and become nonforfeitable, and the restrictions applicable hereunder to such vested Performance Restricted Shares shall terminate. The vested percentage determined in accordance with the schedule below shall be based upon the level of the Company’s Total Shareholder Return relative to the Total Shareholder Return of the companies in the Peer Group, all determined at the end of the Performance Period. Any Performance Restricted Shares that do not become vested as of the Vesting Date shall be forfeited by Employee and transferred to the Company at no cost to the Company. Company’s TotalShareholder Return Relativeto Peer Group Companies Percentageof SharesVested 50th percentile or above 100% 25th percentile 50% Below 25th percentile None (i) If the percentile level of the Company’s Total Shareholder Return is between two levels indicated on the foregoing schedule, the amount earned under such schedule shall be determined on the basis of a straight-line interpolation between such levels. (ii) If Employee’s employment with the Company or an Affiliate terminates prior to the Vesting Date by reason of Employee’s death or Disability, the restrictions applicable hereunder to all of the Performance Restricted Shares that are still subject to the restrictions of this Agreement shall terminate. (iii) If Employee’s employment with the Company or an Affiliate terminates prior to the Vesting Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Performance Restricted Shares shall be forfeited by Employee and transferred to the Company at no cost to the Company. (iv) As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to all or a portion of the Performance Restricted Shares, such Performance Restricted Shares with respect to which the restrictions have terminated, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions. Prior to the issuance of the Performance Restricted Shares pursuant to this Section 4(b)(iv), the Committee shall determine and certify in writing (i) the level of the Company’s Total Shareholder Return relative to the Total Shareholder Return of the companies in the Peer Group, both determined at the end of the Performance Period and (ii) whether the other material terms of the Performance Award have been satisfied. The Committee in its sole and absolute discretion shall have the authority to reduce, but not to increase, the number of Performance Restricted Shares to be issued, retained or vested pursuant to the Performance Award.

Performance Restricted Shares. On the Vesting Date, a percentage, determined in accordance with the schedule below and subject to the Committee’s discretionary authority described in Section 4(b)(iv), of the Performance Restricted Shares (rounded down to the nearest whole share) awarded to Employee pursuant to Section 2 hereof that are still outstanding and not previously forfeited shall vest and become nonforfeitable, and the restrictions applicable hereunder to such vested Performance Restricted Shares shall terminate. The vested percentage determined in accordance with the schedule below shall be based upon the level of the Company’s Total Shareholder Return relative to the Total Shareholder Return of the companies in the Peer Group, all determined at the end of the Performance Period. Any Performance Restricted Shares that do not become vested as of the Vesting Date shall be forfeited by Employee and transferred to the Company at no cost to the Company. Company’s TotalShareholder Return Relativeto Peer Group Companies Percentageof SharesVested 50th percentile or above 100% 25th percentile 50% Below 25th percentile None (i) If the percentile level of the Company’s Total Shareholder Return is between two levels indicated on the foregoing schedule, the amount earned under such schedule shall be determined on the basis of a straight-line interpolation between such levels. (ii) If Employee’s employment with the Company or an Affiliate terminates prior to the Vesting Date by reason of Employee’s death or Disability, the restrictions applicable hereunder to all of the Performance Restricted Shares that are still subject to the restrictions of this Agreement shall terminate. (iii) If Employee’s employment with the Company or an Affiliate terminates prior to the Vesting Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Performance Restricted Shares shall be forfeited by Employee and transferred to the Company at no cost to the Company. (iv) As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to all or a portion of the Performance Restricted Shares, such Performance Restricted Shares with respect to which the restrictions have terminated, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions. Prior to the issuance of the Performance Restricted Shares pursuant to this Section 4(b)(iv), the Committee shall determine and certify in writing (i) the level of the Company’s Total Shareholder Return relative to the Total Shareholder Return of the companies in the Peer Group, both determined at the end of the Performance Period and (ii) whether the other material terms of the Performance Award have been satisfied. The Committee in its sole and absolute discretion shall have the authority to reduce, but not to increase, the number of Performance Restricted Shares to be issued, retained or vested pursuant to the Performance Award.

Performance Restricted Shares. On the Vesting Date, a percentage, determined in accordance with the schedule below and subject to the Committee’s discretionary authority described in Section 4(b)(iv), of the Performance Restricted Shares (rounded down to the nearest whole share) awarded to Employee pursuant to Section 2 hereof that are still outstanding and not previously forfeited shall vest and become nonforfeitable, and the restrictions applicable hereunder to such vested Performance Restricted Shares shall terminate. The vested percentage determined in accordance with the schedule below shall be based upon the level of the Company’s Total Shareholder Return relative to the Total Shareholder Return of the companies in the Peer Group, all determined at the end of the Performance Period. Any Performance Restricted Shares that do not become vested as of the Vesting Date shall be forfeited by Employee and transferred to the Company at no cost to the Company. Company’s TotalShareholder Total Shareholder Return Relativeto Relative to Peer Group Companies Percentageof SharesVested Percentage of Shares Vested 50th percentile or above 100100 % 25th percentile 5050 % Below 25th percentile None (i) If the percentile level of the Company’s Total Shareholder Return is between two levels indicated on the foregoing schedule, the amount earned under such schedule shall be determined on the basis of a straight-line interpolation between such levels. (ii) If Employee’s employment with the Company or an Affiliate terminates prior to the Vesting Date by reason of Employee’s death or Disability, the restrictions applicable hereunder to all of the Performance Restricted Shares that are still subject to the restrictions of this Agreement shall terminate. (iii) If Employee’s employment with the Company or an Affiliate terminates prior to the Vesting Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Performance Restricted Shares shall be forfeited by Employee and transferred to the Company at no cost to the Company. (iv) As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to all or a portion of the Performance Restricted Shares, such Performance Restricted Shares with respect to which the restrictions have terminated, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions. Prior to the issuance of the Performance Restricted Shares pursuant to this Section 4(b)(iv), the Committee shall determine and certify in writing (i) the level of the Company’s Total Shareholder Return relative to the Total Shareholder Return of the companies in the Peer Group, both determined at the end of the Performance Period and (ii) whether the other material terms of the Performance Award have been satisfied. The Committee in its sole and absolute discretion shall have the authority to reduce, but not to increase, the number of Performance Restricted Shares to be issued, retained or vested pursuant to the Performance Award.