Common use of Total Shareholder Return Clause in Contracts

Total Shareholder Return. (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Value of the stock of the particular company or index on [DATE], divided by (B) the Fair Value of the stock of such company or index on [DATE]. For purposes of calculating a company’s Total Shareholder Return, the Fair Value of the stock of any company on [DATE] shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Value of the stock of the company on [DATE] shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretion, the Committee, in its sole discretion, may remove such Comparison Company. (iv) For purposes of this Agreement: (i) “Comparison Companies” shall mean Affiliated Computer Services, Inc. (ACS), BearingPoint, Inc. (BE), Cap Gemini S.A., Computer Sciences Corporation (CSC), Electronic Data Systems Corporation (EDS), E▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (EMC), First Data Corporation (FDC), H▇▇▇▇▇ Associates, Inc. (HEW), Hewlett-Packard Company (HPQ), International Business Machines Corporation (IBM), K▇▇▇▇, Inc. (KEA), Oracle Corporation (ORCL), Sapient Corporation (SAPE), Sun Microsystems, Inc. (SUNW), U▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (UIS) and the S&P 500 Index (SPX); and (ii) the “Fair Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case for the ten (10) consecutive trading days immediately preceding such date.

Total Shareholder Return. (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on [DATE]31 August 2024, divided by (B) the Fair Market Value of the stock of such company or index on [DATE]1 September 2021. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on [DATE] 31 August 2024 shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on [DATE] 31 August 2024 shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretionCommittee, the Committee, in its sole discretion, may remove such Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such Comparison Company, include any applicable successor entity or spun off entity as a new Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee. (iv) For purposes of this Agreement: (i) “Comparison Companies” shall mean Affiliated Computer ServicesAon plc (AON), Capgemini SE (CAP), Cisco Systems, Inc. (ACSCSCO), BearingPoint, Inc. Cognizant Technology Solutions Corporation (BECTSH), Cap Gemini S.A.DXC Technology Company (DXC), Computer Sciences General Dynamics Corporation (CSCGD), Electronic Data Systems Infosys Limited (INFY), Intel Corporation (EDS), E▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (EMC), First Data Corporation (FDC), H▇▇▇▇▇ Associates, Inc. (HEW), Hewlett-Packard Company (HPQINTC), International Business Machines Corporation (IBM), KMarsh & ▇▇▇▇▇nan ▇▇▇▇▇▇▇es, Inc. (KEAMMC), Microsoft Corporation (MSFT), Oracle Corporation (ORCL), Sapient Corporation (SAPE), Sun Microsystems, Inc. (SUNW), Usalesfor▇▇.▇▇▇▇▇ , ▇▇▇▇▇▇▇▇▇▇▇ . (UISCRM), SAP SE (SAP), Visa Inc. (V) and the S&P 500 Total Return Index (SPX); and (ii) the “Fair Market Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case for the ten (10) consecutive trading days immediately preceding such date.

Total Shareholder Return. (i) Up to twenty-five fifty percent (2550%) of the Target RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on [DATE]31 August 2027, divided by (B) the Fair Market Value of the stock of such company or index on [DATE]1 September 2024. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on [DATE] 31 August 2027 shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on [DATE] 31 August 2027 shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretionCommittee, the Committee, in its sole discretion, may remove such Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such Comparison Company, include any applicable successor entity or spun off entity as a new Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee. (iv) For purposes of this Agreement: (iA) “Comparison Companies” shall mean Affiliated Computer ServicesAon plc (AON), Capgemini SE (CAP), Cisco Systems, Inc. (ACSCSCO), BearingPointCognizant Technology Solutions Corporation (CTSH), DXC Technology Company (DXC), General Dynamics Corporation (GD), Infosys Limited (INFY), Intel Corporation (INTC), International Business Machines Corporation (IBM), Marsh & ▇▇▇▇▇nan ▇▇▇▇▇▇▇es, Inc. (BEMMC), Cap Gemini S.A., Computer Sciences Microsoft Corporation (CSCMSFT), Electronic Data Systems Oracle Corporation (EDSORCL), EQUALCOMM ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (EMC), First Data Corporation (FDC), H▇▇▇▇▇ Associates), Salesforce, Inc. (HEWCRM), Hewlett-Packard Company SAP SE (HPQSAP), International Business Machines Corporation (IBM), K▇▇▇▇, Visa Inc. (KEA), Oracle Corporation (ORCL), Sapient Corporation (SAPE), Sun Microsystems, Inc. (SUNW), U▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (UISV) and the S&P 500 Total Return Index (SPX); and (iiB) the “Fair Market Value” of (Ai) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (Bii) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case case, for the ten (10) consecutive trading days immediately preceding such date.

Total Shareholder Return. (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on [DATE]31 August 2026, divided by (B) the Fair Market Value of the stock of such company or index on [DATE]1 September 2023. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on [DATE] 31 August 2026 shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on [DATE] 31 August 2026 shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretionCommittee, the Committee, in its sole discretion, may remove such Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such Comparison Company, include any applicable successor entity or spun off entity as a new Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee. (iv) For purposes of this Agreement: (iA) “Comparison Companies” shall mean Affiliated Computer ServicesAon plc (AON), Capgemini SE (CAP), Cisco Systems, Inc. (ACSCSCO), BearingPointCognizant Technology Solutions Corporation (CTSH), DXC Technology Company (DXC), General Dynamics Corporation (GD), Infosys Limited (INFY), Intel Corporation (INTC), International Business Machines Corporation (IBM), Marsh & ▇▇▇▇▇nan ▇▇▇▇▇▇▇es, Inc. (BEMMC), Cap Gemini S.A., Computer Sciences Microsoft Corporation (CSCMSFT), Electronic Data Systems Oracle Corporation (EDSORCL), EQUALCOMM ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (EMC), First Data Corporation (FDC), H▇▇▇▇▇ Associates), Salesforce, Inc. (HEWCRM), Hewlett-Packard Company SAP SE (HPQSAP), International Business Machines Corporation (IBM), K▇▇▇▇, Visa Inc. (KEA), Oracle Corporation (ORCL), Sapient Corporation (SAPE), Sun Microsystems, Inc. (SUNW), U▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (UISV) and the S&P 500 Total Return Index (SPX); and (iiB) the “Fair Market Value” of (Ai) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (Bii) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case case, for the ten (10) consecutive trading days immediately preceding such date.

Total Shareholder Return. (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the TSR Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the TSR Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on [DATE]31 August 2022, divided by (B) the Fair Market Value of the stock of such company or index on [DATE]1 September 2019. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on [DATE] 31 August 2022 shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on [DATE] 31 August 2022 shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a TSR Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretionCommittee, the Committee, in its sole discretion, may remove such TSR Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such TSR Comparison Company, include any applicable successor entity or spun off entity as a new TSR Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee. (iv) For purposes of this Agreement: (i) “TSR Comparison Companies” shall mean Affiliated Computer ServicesAon plc (AON), Automatic Data Processing, Inc. (ACSADP), BearingPointCapgemini SE (CAP), Cisco Systems, Inc. (BECSCO), Cap Gemini S.A., Computer Sciences Cognizant Technology Solutions Corporation (CSCCTSH), Electronic Data Systems DXC Technology Company (DXC), General Dynamics Corporation (EDSGD), E▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Hewlett Packard Enterprise Company (EMCHPE), First Data Infosys Limited (INFY), Intel Corporation (FDC), H▇▇▇▇▇ Associates, Inc. (HEW), Hewlett-Packard Company (HPQINTC), International Business Machines Corporation (IBM), K▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Companies, Inc. (KEAMMC), Microsoft Corporation (MSFT), Oracle Corporation (ORCL), Sapient Corporation SAP SE (SAPE), Sun Microsystems, Inc. (SUNW), U▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (UISSAP) and the S&P 500 Total Return Index (SPX); and (ii) the “Fair Market Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case for the ten (10) consecutive trading days immediately preceding such date.

Total Shareholder Return. (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on [DATE]31 August 2025, divided by (B) the Fair Market Value of the stock of such company or index on [DATE]1 September 2022. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on [DATE] 31 August 2025 shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on [DATE] 31 August 2025 shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretionCommittee, the Committee, in its sole discretion, may remove such Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such Comparison Company, include any applicable successor entity or spun off entity as a new Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee. (iv) For purposes of this Agreement: (iA) “Comparison Companies” shall mean Affiliated Computer ServicesAon plc (AON), Capgemini SE (CAP), Cisco Systems, Inc. (ACSCSCO), BearingPoint, Inc. Cognizant Technology Solutions Corporation (BECTSH), Cap Gemini S.A.DXC Technology Company (DXC), Computer Sciences General Dynamics Corporation (CSCGD), Electronic Data Systems Infosys Limited (INFY), Intel Corporation (EDS), E▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (EMC), First Data Corporation (FDC), H▇▇▇▇▇ Associates, Inc. (HEW), Hewlett-Packard Company (HPQINTC), International Business Machines Corporation (IBM), KMarsh & ▇▇▇▇▇nan ▇▇▇▇▇▇▇es, Inc. (KEAMMC), Microsoft Corporation (MSFT), Oracle Corporation (ORCL), Sapient Corporation (SAPE), Sun Microsystems, Inc. (SUNW), Usalesfor▇▇.▇▇▇▇▇ , ▇▇▇▇▇▇▇▇▇▇▇ . (UISCRM), SAP SE (SAP), Visa Inc. (V) and the S&P 500 Total Return Index (SPX); and (iiB) the “Fair Market Value” of (Ai) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (Bii) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case case, for the ten (10) consecutive trading days immediately preceding such date.

Total Shareholder Return. (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on [DATE]31 August 2023, divided by (B) the Fair Market Value of the stock of such company or index on [DATE]1 September 2020. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on [DATE] 31 August 2023 shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on [DATE] 31 August 2023 shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretionCommittee, the Committee, in its sole discretion, may remove such Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such Comparison Company, include any applicable successor entity or spun off entity as a new Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee. (iv) For purposes of this Agreement: (i) “Comparison Companies” shall mean Affiliated Computer ServicesAon plc (AON), Automatic Data Processing, Inc. (ACS), BearingPoint, Inc. (BEADP), Cap Gemini S.A., Computer Sciences Corporation S.A. (CSCCAP), Electronic Data Systems Corporation (EDS), E▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (EMC), First Data Corporation (FDC), H▇▇▇▇▇ AssociatesCisco Systems, Inc. (HEWCSCO), Hewlett-Packard Cognizant Technology Solutions Corporation (CTSH), DXC Technology Company (HPQDXC), General Dynamics Corporation (GD), Hewlett Packard Enterprise Company (HPE), Infosys Limited (INFY), Intel Corporation (INTC), International Business Machines Corporation (IBM), KMarsh & ▇▇▇▇▇nan ▇▇▇▇▇▇▇es, Inc. (KEAMMC), Microsoft Corporation (MSFT), Oracle Corporation (ORCL), Sapient Corporation SAP SE (SAPE), Sun Microsystems, Inc. (SUNW), U▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (UISSAP) and the S&P 500 Total Return Index (SPX); and (ii) the “Fair Market Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case for the ten (10) consecutive trading days immediately preceding such date.

Total Shareholder Return. (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on [DATE]31 August 2022, divided by (B) the Fair Market Value of the stock of such company or index on [DATE]1 September 2019. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on [DATE] 31 August 2022 shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on [DATE] 31 August 2022 shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretionCommittee, the Committee, in its sole discretion, may remove such Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such Comparison Company, include any applicable successor entity or spun off entity as a new Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee. (iv) For purposes of this Agreement: (i) “Comparison Companies” shall mean Affiliated Computer ServicesAon plc (AON), Automatic Data Processing, Inc. (ACS), BearingPoint, Inc. (BEADP), Cap Gemini S.A., Computer Sciences Corporation S.A. (CSCCAP), Electronic Data Systems Corporation (EDS), E▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (EMC), First Data Corporation (FDC), H▇▇▇▇▇ AssociatesCisco Systems, Inc. (HEWCSCO), Hewlett-Packard Cognizant Technology Solutions Corporation (CTSH), DXC Technology Company (HPQDXC), General Dynamics Corporation (GD), Hewlett Packard Enterprise Company (HPE), Infosys Limited (INFY), Intel Corporation (INTC), International Business Machines Corporation (IBM), K▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Companies, Inc. (KEAMMC), Microsoft Corporation (MSFT), Oracle Corporation (ORCL), Sapient Corporation SAP SE (SAPE), Sun Microsystems, Inc. (SUNW), U▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (UISSAP) and the S&P 500 Total Return Index (SPX); and (ii) the “Fair Market Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case for the ten (10) consecutive trading days immediately preceding such date.

Total Shareholder Return. (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on [DATE]31 August 2021, divided by (B) the Fair Market Value of the stock of such company or index on [DATE]1 September 2018. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on [DATE] 31 August 2021 shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on [DATE] 31 August 2021 shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretionCommittee, the Committee, in its sole discretion, may remove such Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such Comparison Company, include any applicable successor entity or spun off entity as a new Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee. (iv) For purposes of this Agreement: (i) “Comparison Companies” shall mean Affiliated Computer ServicesAon plc (AON), Automatic Data Processing, Inc. (ACS), BearingPoint, Inc. (BEADP), Cap Gemini S.A., Computer Sciences Corporation S.A. (CSCCAP), Electronic Data Systems Corporation (EDS), E▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (EMC), First Data Corporation (FDC), H▇▇▇▇▇ AssociatesCisco Systems, Inc. (HEWCSCO), Hewlett-Packard Cognizant Technology Solutions Corporation (CTSH), DXC Technology Company (HPQDXC), General Dynamics Corporation (GD), Hewlett Packard Enterprise Company (HPE), Infosys Limited (INFY), Intel Corporation (INTC), International Business Machines Corporation (IBM), K▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Companies, Inc. (KEAMMC), Microsoft Corporation (MSFT), Oracle Corporation (ORCL), Sapient Corporation SAP SE (SAPE), Sun Microsystems, Inc. (SUNW), U▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (UISSAP) and the S&P 500 Total Return Index (SPX); and (ii) the “Fair Market Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case for the ten (10) consecutive trading days immediately preceding such date.

Total Shareholder Return. (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on [DATE_____end date_____], divided by (B) the Fair Market Value of the stock of such company or index on [DATE_____start date_____], (except with respect to Hewlett Packard Enterprise, where such date shall be [_____date_____]). For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on [DATE] _____end date_____], shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period 2015 (except that with respect to Hewlett Packard Enterprise, the Performance Period shall be deemed to have commenced on [_____date_____]) as follows: the Fair Market Value of the stock of the company on [DATE] _____end date_____], shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretionCommittee, the Committee, in its sole discretion, may remove such Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such Comparison Company, include any applicable successor entity or spun off entity as a new Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee. (iv) For purposes of this Agreement: (i) “Comparison Companies” shall mean Affiliated Computer Services, Inc. Automated Data Processing (ACS), BearingPoint, Inc. (BEADP), Cap Gemini S.A.S.A. (CAP), Computer Sciences Cisco Systems, Inc. (CSCO), Cognizant Technology Solutions Corporation (CSCCTSH), Electronic Data Systems Corporation (EDS), E▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (EMC), First Data Corporation Hewlett Packard Enterprise (FDCHPE), H▇▇▇▇▇ Associates, Inc. Infosys Limited (HEW), Hewlett-Packard Company (HPQINFY), International Business Machines Corporation (IBM), KLockheed ▇▇▇▇▇▇ Corporation (LMT), Inc. Microsoft Corporation (KEAMSFT), Oracle Corporation (ORCL), Sapient Corporation SAP SE (SAPESAP), Sun Microsystems, Inc. Xerox Corp. (SUNW), U▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (UISXRX) and the S&P 500 Total Return Index (SPX); and (ii) the “Fair Market Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case for the ten (10) consecutive trading days immediately preceding such date.

Total Shareholder Return. (i) Up to twenty-five fifty percent (2550%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Peer Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Peer Companies shall mean the quotient of (A) the Fair Value of the stock of the particular company or index on [DATE___start___date___], divided by (B) the Fair Value of the stock of such company or index on [DATE___end date___]. For purposes of calculating a company’s Total Shareholder Return, the Fair Value of the stock of any company on [DATE___end_date ___] shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Value of the stock of the company on [DATE___end date___] shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a Comparison Peer Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretion, the Committee, in its sole discretion, may remove such Comparison Peer Company. (iv) For purposes of this Agreement: (i) “Comparison Peer Companies” shall mean Affiliated Computer Services, Inc. (ACS), BearingPoint, Inc. (BE), Cap Gemini S.A., Computer Sciences Corporation (CSC), Electronic Data Systems Corporation (EDS), E▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Cap Gemini SA, Computer Sciences Corp. (EMC), First Data Corporation (FDC), H▇▇▇▇▇ Associates, Inc. (HEWCSC), Hewlett-Packard Company (HPQHP), International Business Machines Corporation (IBM), K▇▇▇▇, Inc. (KEA), Oracle Corporation (ORCL), Sapient Corporation (SAPE), Sun Microsystems, Inc. (SUNW), U▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (UIS) and the S&P 500 Index (SPX)Index; and (ii) the “Fair Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case for the ten (10) consecutive trading days immediately preceding such date.

Total Shareholder Return. (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on [DATE]31 August 2020, divided by (B) the Fair Market 2 Value of the stock of such company or index on [DATE]1 September 2017. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on [DATE] 31 August 2020 shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on [DATE] 31 August 2020 shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. . (iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretionCommittee, the Committee, in its sole discretion, may remove such Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such Comparison Company, include any applicable successor entity or spun off entity as a new Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee. (iv) For purposes of this Agreement: (i) “Comparison Companies” shall mean Affiliated Computer ServicesAon plc (AON), Automatic Data Processing, Inc. (ACS), BearingPoint, Inc. (BEADP), Cap Gemini S.A., Computer Sciences Corporation S.A. (CSCCAP), Electronic Data Systems Corporation (EDS), E▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (EMC), First Data Corporation (FDC), H▇▇▇▇▇ AssociatesCisco Systems, Inc. (HEWCSCO), Hewlett-Packard Cognizant Technology Solutions Corporation (CTSH), DXC Technology Company (HPQDXC), Infosys Limited (INFY), Intel Corporation (INTC), International Business Machines Corporation (IBM), K▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Companies, Inc. (KEAMMC), Microsoft Corporation (MSFT), Oracle Corporation (ORCL), Sapient Corporation SAP SE (SAPE), Sun Microsystems, Inc. (SUNW), U▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (UISSAP) and the S&P 500 Total Return Index (SPX); and (ii) the “Fair Market Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case for the ten (10) consecutive trading days immediately preceding such date.

Total Shareholder Return. (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on [DATE_____end date_____], divided by (B) the Fair Market Value of the stock of such company or index on [DATE_____start date_____]. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on [DATE_____end date_____] shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on [DATE_____end date_____] shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretionCommittee, the Committee, in its sole discretion, may remove such Comparison Company or ratably adjust the calculation of the Total Shareholder Return with respect to such Comparison Company. (iv) For purposes of this Agreement: (i) “Comparison Companies” shall mean Affiliated Computer Services, Inc. Automated Data Processing (ACS), BearingPoint, Inc. (BEADP), Cap Gemini S.A.S.A. (CAP), Cisco Systems, Inc. (CSCO), Cognizant Technology Solutions Corporation (CTSH), Computer Sciences Corporation (CSC), Electronic Data Systems Corporation (EDS), E▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (EMC), First Data Corporation (FDC), H▇▇▇▇▇ Associates, Inc. (HEW), Hewlett-Packard Company (HPQ), International Business Machines Corporation (IBM), KLockheed ▇▇▇▇▇▇ Corporation (LMT), Inc. Microsoft Corporation (KEAMSFT), Oracle Corporation (ORCL), Sapient Corporation (SAPE), Sun Microsystems, Inc. Xerox Corp. (SUNW), U▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (UISXRX) and the S&P 500 Total Return Index (SPX); and (ii) the “Fair Market Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case for the ten (10) consecutive trading days immediately preceding such date.

Total Shareholder Return. (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on [DATE[ end date ], divided by (B) the Fair Market Value of the stock of such company or index on [DATE[ start date ]. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on [DATE[ end date ] shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on [DATE[ end date ] shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretionCommittee, the Committee, in its sole discretion, may remove such Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such Comparison Company, include any applicable successor entity or spun off entity as a new Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee. (iv) For purposes of this Agreement: (i) “Comparison Companies” shall mean Affiliated Computer ServicesAon plc (AON), Automatic Data Processing, Inc. (ACS), BearingPoint, Inc. (BEADP), Cap Gemini S.A., Computer Sciences Corporation S.A. (CSCCAP), Electronic Data Systems Corporation (EDS), E▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (EMC), First Data Corporation (FDC), H▇▇▇▇▇ AssociatesCisco Systems, Inc. (HEWCSCO), Hewlett-Cognizant Technology Solutions Corporation (CTSH), Hewlett Packard Enterprise Company (HPQHPE), Infosys Limited (INFY), International Business Machines Corporation (IBM), K▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc. (KEAMMC), Microsoft Corporation (MSFT), Oracle Corporation (ORCL), Sapient Corporation SAP SE (SAPESAP), Sun Microsystems, Inc. Xerox Corp. (SUNW), U▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (UISXRX) and the S&P 500 Total Return Index (SPX); and (ii) the “Fair Market Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case for the ten (10) consecutive trading days immediately preceding such date.

Total Shareholder Return. (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto. (ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on [DATE]31 August 2020, divided by (B) the Fair Market Value of the stock of such company or index on [DATE]1 September 2017. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on [DATE] 31 August 2020 shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on [DATE] 31 August 2020 shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend. (iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee in its sole discretionCommittee, the Committee, in its sole discretion, may remove such Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such Comparison Company, include any applicable successor entity or spun off entity as a new Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee. (iv) For purposes of this Agreement: (i) “Comparison Companies” shall mean Affiliated Computer ServicesAon plc (AON), Automatic Data Processing, Inc. (ACS), BearingPoint, Inc. (BEADP), Cap Gemini S.A., Computer Sciences Corporation S.A. (CSCCAP), Electronic Data Systems Corporation (EDS), E▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (EMC), First Data Corporation (FDC), H▇▇▇▇▇ AssociatesCisco Systems, Inc. (HEWCSCO), Hewlett-Packard Cognizant Technology Solutions Corporation (CTSH), DXC Technology Company (HPQDXC), Infosys Limited (INFY), Intel Corporation (INTC), International Business Machines Corporation (IBM), K▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Companies, Inc. (KEAMMC), Microsoft Corporation (MSFT), Oracle Corporation (ORCL), Sapient Corporation SAP SE (SAPE), Sun Microsystems, Inc. (SUNW), U▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (UISSAP) and the S&P 500 Total Return Index (SPX); and (ii) the “Fair Market Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case for the ten (10) consecutive trading days immediately preceding such date.