Common use of Adjustments to the Peer Group Clause in Contracts

Adjustments to the Peer Group. The Peer Group Companies shall be modified in the following events: (a) In the event of a merger, acquisition or business combination of a Peer Group Company with or by another Peer Group Company, the surviving entity shall remain a Peer Group Company and the non-surviving entity shall be replaced in the Peer Group Companies for the period in question by a Stand-In Peer (as defined below); (b) In the event of a merger of a Peer Group Company with an entity that is not a Peer Group Company, or the acquisition or business combination transaction of a Peer Group Company by or with an entity that is not a Peer Group Company, in each case where the Peer Group Company is the surviving entity and remains publicly traded, the surviving entity shall remain a Peer Group Company; (c) In the event of a merger or acquisition or business combination transaction of a Peer Group Company by or with an entity that is not a Peer Group Company or a “going private” transaction involving a Peer Group Company, in each case where the Peer Group Company is not the surviving entity or is otherwise no longer publicly traded, the company shall no longer be a Peer Group Company for the period in question and shall be replaced in the Peer Group Companies for the period in question by a Stand-In Peer; (d) In the event a Peer Group Company, (i) files for bankruptcy, reorganization, or liquidation under any chapter of the U.S. Bankruptcy Code; (ii) is the subject of an involuntary bankruptcy proceeding that is not dismissed within 30 days; (iii) is the subject of a stockholder approved plan of liquidation or dissolution; (iv) ceases to conduct substantial business operations or (v) is delisted from either the New York Stock Exchange (NYSE) or the National Association of Securities Dealers Automated Quotations (NASDAQ), in each case, the company will remain a Peer Group Company and the TSR for such Peer Group Company for the First Year Period, the Performance Period, or the Shortened Performance Period, as applicable, will be negative one hundred percent (-100%); and (e) For any situations not addressed in Section 2.4(a) – (d), the Committee shall have the authority to make appropriate adjustments to the extent that the Committee deems necessary. For purposes of this agreement, a “Stand-In Peer” shall be a dummy entity for purposes of calculating the Company’s Relative TSR Multiplier for the First Year Period, the Performance Period, or the Shortened Performance Period, as applicable, during which one or more actual companies cease to be Peer Group Companies pursuant to the foregoing Sections 2.4(a) or 2.4(c). For the period in question, a Stand-In Peer’s TSR shall be deemed to be equal to the average TSR of all remaining Peer Group Companies (excluding the Stand-In Peers).

Adjustments to the Peer Group. The Peer Group Companies shall be modified in the following events: (a) In the event of a merger, acquisition or business combination of a Peer Group Company with or by another Peer Group Company, the surviving entity shall remain a Peer Group Company and the non-surviving entity shall no longer be replaced in the a Peer Group Companies for the period in question by a Stand-In Peer (as defined below);Company. (b) In the event of a merger of a Peer Group Company with an entity that is not a Peer Group Company, or the acquisition or business combination transaction of a Peer Group Company by or with an entity that is not a Peer Group Company, in each case where the Peer Group Company is the surviving entity and remains publicly traded, the surviving entity shall remain a Peer Group Company;. (c) In the event of a merger or acquisition or business combination transaction of a Peer Group Company by or with an entity that is not a Peer Group Company or a “going private” transaction involving a Peer Group Company, in each case where the Peer Group Company is not the surviving entity or is otherwise no longer publicly traded, the company shall no longer be a Peer Group Company for the period in question and shall be replaced in the Peer Group Companies for the period in question by a Stand-In Peer;Company. (d) In the event a Peer Group Company, (i) files for bankruptcy, reorganization, or liquidation under any chapter of the U.S. Bankruptcy Code; (ii) is the subject of an involuntary bankruptcy proceeding that is not dismissed within 30 days; (iii) is the subject of a stockholder approved plan of liquidation or dissolution; (iv) ceases to conduct substantial business operations or (v) is delisted from either the New York Stock Exchange (NYSE) or the National Association of Securities Dealers Automated Quotations (NASDAQ), in each case, the company will remain a Peer Group Company and the TSR for such Peer Group Company for the First Year Period, the Performance Period, Period or the Shortened Performance Period, as applicable, will be negative one hundred percent (-100%); and. (e) For any situations not addressed in Section 2.4(a3.4(a) – (d), the Committee shall have the authority to make appropriate adjustments to the extent that the Committee deems necessary. For purposes of this agreement, a “Stand-In Peer” shall be a dummy entity for purposes of calculating the Company’s Relative TSR Multiplier for the First Year Period, the Performance Period, or the Shortened Performance Period, as applicable, during which one or more actual companies cease to be Peer Group Companies pursuant to the foregoing Sections 2.4(a) or 2.4(c). For the period in question, a Stand-In Peer’s TSR shall be deemed to be equal to the average TSR of all remaining Peer Group Companies (excluding the Stand-In Peers).

Adjustments to the Peer Group. The Peer Group Companies shall be modified in the following events: (a) In the event of a merger, acquisition or business combination of a Peer Group Company with or by another Peer Group Company, the surviving entity shall remain a Peer Group Company and the non-surviving entity shall no longer be replaced in the a Peer Group Companies for the period in question by a Stand-In Peer (as defined below);Company. (b) In the event of a merger of a Peer Group Company with an entity that is not a Peer Group Company, or the acquisition or business combination transaction of a Peer Group Company by or with an entity that is not a Peer Group Company, in each case where the Peer Group Company is the surviving entity and remains publicly traded, the surviving entity shall remain a Peer Group Company;. (c) In the event of a merger or acquisition or business combination transaction of a Peer Group Company by or with an entity that is not a Peer Group Company or a “going private” transaction involving a Peer Group Company, in each case where the Peer Group Company is not the surviving entity or is otherwise no longer publicly traded, the company shall no longer be a Peer Group Company for the period in question and shall be replaced in the Peer Group Companies for the period in question by a Stand-In Peer;Company. (d) In the event a Peer Group Company, (i) files for bankruptcy, reorganization, or liquidation under any chapter of the U.S. Bankruptcy Code; (ii) is the subject of an involuntary bankruptcy proceeding that is not dismissed within 30 days; (iii) is the subject of a stockholder approved plan of liquidation or dissolution; (iv) ceases to conduct substantial business operations or (v) is delisted from either the New York Stock Exchange (NYSE) or the National Association of Securities Dealers Automated Quotations (NASDAQ), in each case, the company will remain a Peer Group Company and the TSR for such Peer Group Company for the First Year Period, the Performance Period, Period or the Shortened Performance Period, as applicable, will be negative one hundred percent (-100%); and. (e) For any situations not addressed in Section 2.4(a) – (d), the Committee shall have the authority to make appropriate adjustments to the extent that the Committee deems necessary. For purposes of this agreement, a “Stand-In Peer” shall be a dummy entity for purposes of calculating the Company’s Relative TSR Multiplier for the First Year Period, the Performance Period, or the Shortened Performance Period, as applicable, during which one or more actual companies cease to be Peer Group Companies pursuant to the foregoing Sections 2.4(a) or 2.4(c). For the period in question, a Stand-In Peer’s TSR shall be deemed to be equal to the average TSR of all remaining Peer Group Companies (excluding the Stand-In Peers).