Common use of Performance Shares Earned Clause in Contracts

Performance Shares Earned. (a) As soon as practicable following the end of the Measuring Performance Year, the Committee shall determine the number of shares earned in accordance with this Section 4(a). The total number of Performance Shares actually earned by the Participant shall equal the sum of (i)(A) the number of Revenue-Related Performance Shares specified in Section 1 multiplied by (B) the “Percent of Revenue-Related Performance Shares Earned” (determined by reference to the applicable Three-Year Revenue Growth Percentile), each as set forth on Exhibit A hereto, plus (ii)(A) the number of EBITDA-Related Performance Shares specified in Section 1 multiplied by (B) the “Percent of Revenue-Related Performance Shares Earned” (determined by reference to the applicable Three-Year EBITDA Growth Percentile), each as set forth on Exhibit A hereto. Percentages falling between the listed percentages shall be interpolated on a straight line basis and the earned amount of any Award shall be based on such interpolated percentages. (b) Notwithstanding anything to the contrary herein, in the event of a Change in Control for which the definitive agreement was executed before the Committee possessed information relating to a Measuring Performance Year determined under Section 2(h)(iii)(A) sufficient (in the determination of the Committee) to perform all necessary calculations hereunder, Section 4(a) above will be applied as if the Percent of Revenue-Related Performance Shares Earned and Percent of EBITDA-Related Performance Shares Earned were each 100%.