Common use of Total Stockholder Return Clause in Contracts

Total Stockholder Return. For purposes of determining the Company’s Percentile Ranking in the table below, “Total Stockholder Return” or “TSR” means, with respect to each share of Common Stock and each share of common stock of each of the peer companies, a rate of return reflecting stock price appreciation, plus the reinvestment of dividends in additional shares of stock, from the beginning of the Performance Period through the end of the First Year Period, the Performance Period, or the Shortened Performance Period, as applicable. For purposes of calculating Total Stockholder Return, the beginning stock price will be based on the relevant company’s volume weighted average price for the 20 trading days immediately preceding the first trading day of the Performance Period on the principal stock exchange on which the stock then trades and the ending stock price will be based on the relevant company’s volume weighted average price for the 20 trading days immediately preceding the last trading day of the First Year Period, the Performance Period, or the Shortened Performance Period, as applicable, on the principal stock exchange on which the stock then trades (in each case, as calculated by the Company). For this purpose (x) dividends will be deemed reinvested at the closing price of the last day of the month after the “ex dividend” date, (y) all cash special dividends shall be treated like regular dividends, and (z) all spin-offs or share-based dividends shall be assumed to be sold on the issue date and reinvested in the issuing company that same date.

Total Stockholder Return. For purposes of determining the Company’s Percentile Ranking in the table below, “Total Stockholder Return” or “TSR” means, with respect to each share of Common Stock and each share of common stock of each of the peer companies, a rate of return reflecting stock price appreciation, plus the reinvestment of dividends in additional shares of stock, from the beginning of the Performance Period through the end of the First Year Period, the Performance Period, or the Shortened Performance Period, as applicable. For purposes of calculating Total Stockholder Return, the beginning stock price will be based on the relevant company’s volume weighted average price for the 20 trading days immediately preceding the first trading day of the Performance Period on the principal stock exchange on which the stock then trades and the ending stock price will be based on the relevant company’s volume weighted average price for the 20 trading days immediately preceding the last trading day of the First Year Period, the Performance Period, or the Shortened Performance Period, as applicable, on the principal stock exchange on which the stock then trades (in each case, as calculated by the Company). For this purpose purpose, (x) dividends will be deemed reinvested at the closing price of the last day of the month after the “ex dividend” date, (y) all cash special dividends shall be treated like regular dividends, and (z) all spin-offs or share-based dividends shall be assumed to be sold on the issue date and reinvested in the issuing company that same date.