Common use of Target Stock Clause in Contracts

Target Stock. The number of shares of Target Stock eligible to vest, if any, shall be determined based on achievement of the following Performance Goals. [ ] percent ([ ]%) of the Target Stock will vest based on [METRIC 1] (such Target Stock, the “[METRIC 1] Target Stock”), and [ ] percent ([ ]%) of the Target Stock will vest based on [METRIC 2] (such Target Stock, the “[METRIC 2] Target Stock”), in each case as set forth in the tables below. i. One third (1/3) of the shares of [METRIC 1] Target Stock are eligible to vest based on actual [METRIC 1] for [YEAR 1], one third (1/3) of the [METRIC 1] Target Stock are eligible to vest based on actual [METRIC 1] for [YEAR 2], and one third (1/3) of the [METRIC 1] Target Stock are eligible to vest based on actual [METRIC 1] for [YEAR 3]. One third (1/3) of the shares of [METRIC 2] Target Stock are eligible to vest based on actual [METRIC 2] for [YEAR 1], one third (1/3) of the [METRIC 2] Target Stock are eligible to vest based on actual [METRIC 2] for [YEAR 2], and one third (1/3) of the [METRIC 2] Target Stock are eligible to vest based on actual [METRIC 2] for [YEAR 3]. Shares of Target Stock that do not vest for a particular Fiscal Year based on the Company’s actual performance for that Fiscal Year are forfeited and not eligible to vest in a subsequent year. ii. If [METRIC 1] is below the applicable [METRIC 1] Threshold set forth below, then zero percent (0%) of the [METRIC 1] Target Stock will vest, and if [METRIC 2] is below the applicable [METRIC 2] Target Stock Threshold, then zero percent (0%) of the [METRIC 2] Target Stock will vest. If [METRIC 1] is at or above the applicable [METRIC 1] Target set forth below, then one hundred percent (100%) of the [METRIC 1] Target Stock will vest, and if [METRIC 2] is at or above the applicable [METRIC 2] Target Stock Target, then one hundred percent (100%) of the [METRIC 2] Target Stock will vest. If either [METRIC 1] and/or [METRIC 2] is between the various thresholds set forth in the table below, a pro-rata percentage of [METRIC 1] Target Stock and/or [METRIC 2] Target Stock relative to the applicable percentages will vest, as applicable. For the avoidance of doubt, [METRIC 1] Target Stock and [METRIC 2] Target Stock may vest at different percentages, and in no event shall the aggregate amount of [METRIC 1] Target Stock and [METRIC 2] Target Stock that vests exceed the aggregate amount of Target Stock. [YEAR 2] – Target Stock [METRIC 1] Actual [YEAR 1] +% below1 [METRIC 2] Actual [YEAR 1] +% below1 Percentage of [METRIC 1] Target Stock Earned Percentage of [METRIC 2] Target Stock Earned 1 The [METRIC 1] and [METRIC 2] Performance Goal metrics for [YEAR 2] are based on a percentage increase from actual performance for [YEAR 1], and for [YEAR 3] are based on a percentage increase from actual performance for [YEAR 2]. For example, if actual [METRIC 1] for [YEAR 2] represented a [ ]% increase from actual [METRIC 1] for [YEAR 1], the percentage of [METRIC 1] Target Stock eligible to vest for [YEAR 2] would be [ ]%.

Target Stock. The number of shares of Target Stock eligible to vest, if any, shall be determined based on achievement of the following Performance Goals. [ ] Fifty percent ([ ]50%) of the Target Stock will vest based on [METRIC 1] (such Target Stock, the “[METRIC 1] Target Stock”), and [ ] the remaining fifty percent ([ ]50%) of the Target Stock will vest based on [METRIC 2] (such Target Stock, the “[METRIC 2] Target Stock”), in each case as set forth in the tables below. i. One third (1/3) of the shares of [METRIC 1] Target Stock are eligible to vest based on actual [METRIC 1] for [YEAR 1]Fiscal Year 2023, one third (1/3) of the [METRIC 1] Target Stock are eligible to vest based on actual [METRIC 1] for [YEAR 2]Fiscal Year 2024, and one third (1/3) of the [METRIC 1] Target Stock are eligible to vest based on actual [METRIC 1] for [YEAR 3]Fiscal Year 2025. One third (1/3) of the shares of [METRIC 2] Target Stock are eligible to vest based on actual [METRIC 2] for [YEAR 1]Fiscal Year 2023, one third (1/3) of the [METRIC 2] Target Stock are eligible to vest based on actual [METRIC 2] for [YEAR 2]Fiscal Year 2024, and one third (1/3) of the [METRIC 2] Target Stock are eligible to vest based on actual [METRIC 2] for [YEAR 3]Fiscal Year 2025. Shares of Target Stock that do not vest for a particular Fiscal Year 3 based on the Company’s actual performance for that Fiscal Year are forfeited and not eligible to vest in a subsequent year. ii. If [METRIC 1] is below the applicable [METRIC 1] Threshold set forth below, then zero percent (0%) of the [METRIC 1] Target Stock will vest, and if [METRIC 2] is below the applicable [METRIC 2] Target Stock Threshold, then zero percent (0%) of the [METRIC 2] Target Stock will vest. If [METRIC 1] is at or above the applicable [METRIC 1] Target set forth below, then one hundred percent (100%) of the [METRIC 1] Target Stock will vest, and if [METRIC 2] is at or above the applicable [METRIC 2] Target Stock Target, then one hundred percent (100%) of the [METRIC 2] Target Stock will vest. If either [METRIC 1] and/or [METRIC 2] is between the various thresholds set forth in the table below, a pro-rata percentage of [METRIC 1] Target Stock and/or [METRIC 2] Target Stock relative to the applicable percentages will vest, as applicable. For the avoidance of doubt, [METRIC 1] Target Stock and [METRIC 2] Target Stock may vest at different percentages, and in no event shall the aggregate amount of [METRIC 1] Target Stock and [METRIC 2] Target Stock that vests exceed the aggregate amount of Target Stock. [YEAR 2] FY 2023 – Target Stock [METRIC 1] Actual [YEAR METRIC 2] Percentage of [METRIC 1] Target Stock Earned Percentage of [METRIC 2] Target Stock Earned Threshold [ ] [ ] [ ]% [ ]% Target [ ] [ ] 100% 100% [METRIC 1] Actual FY 2023 +% below1 [METRIC 2] Actual [YEAR 1] FY 2023 +% below1 Percentage of [METRIC 1] Target Stock Earned Percentage of [METRIC 2] Target Stock Earned 1 The Threshold +[ ]% +[ ]% [ ]% [ ]% Target +[ ]% +[ ]% 100% 100% [METRIC 1] and Actual FY 2024 +% below1 [METRIC 2] Performance Goal metrics for [YEAR 2] are based on a percentage increase from actual performance for [YEAR 1], and for [YEAR 3] are based on a percentage increase from actual performance for [YEAR 2]. For example, if actual [METRIC 1] for [YEAR 2] represented a [ ]Actual FY 2024 +% increase from actual [METRIC 1] for [YEAR 1], the percentage below 1 Percentage of [METRIC 1] Target Stock eligible to vest for Earned Percentage of [YEAR METRIC 2] would be Target Stock Earned Threshold +[ ]% +[ ]% [ ]% [ ]% Target +[ ]% +[ ]% 100% 100%.