Common use of Vesting Criteria Clause in Contracts

Vesting Criteria. The number of mPRSUs vested shall be determined based on the Percentile Rank as set forth in the table below, but up to a maximum of 100% of the Target Number of mPRSUs if the Company’s TSR is negative. Results are to be linearly interpolated between the stated percentiles and percentages. 75th percentile and above 150% 50th percentile 100% 25th percentile 50% Less than 25th percentile 0% o Target Number of mPRSUs is vested if the Percentile Rank equals the 50th percentile o Number of mPRSUs vested increases by 2% of target for each one percentile by which the Percentile Rank exceeds the 50th percentile o Number of mPRSUs vested decreases by 2% of target for each one percentile by which the Percentile Rank trails the 50th percentile o The result of the Vesting Criteria is rounded down to the nearest whole number (50-trading day average closing price as of the last trading day of the Performance Period –50-trading day average closing price on the trading day immediately prior to the beginning of the Performance Period) ÷ (50-trading day average closing price on the trading day immediately prior to the beginning of the Performance Period) x 100 The TSR calculation assumes any dividends paid on common stock are reinvested on the ex-dividend date. In the event of a Triggering Event, the closing price of the Company’s common stock as of the closing date of the Triggering Event is used to convert the sum of the “performance pro rata” and “target pro rata” number of Shares into the Cash Award.