Common use of Catch-Up Clause in Contracts

Catch-Up. Notwithstanding the foregoing and subject to the Participant’s continued employment with the Company and its Affiliates, if a Performance Actual does not exceed the applicable Performance Target with respect to fiscal years 1 and 2 (a “Missed Year”) but the sum of the Performance Actuals for the Missed Year and the subsequent fiscal year (the “Excess Year”) equals or exceeds the sum of the applicable Performance Targets for such Missed Year and Excess Year, then the Restricted Stock Unit shall become earned with respect to one-half (1/2) the Shares subject to the applicable Performance Target in respect of such Missed Year.

Catch-Up. Notwithstanding the foregoing and subject to the Participant’s continued employment with the Company and its Affiliates, if a Performance Actual does not exceed the applicable Performance Target with respect to fiscal years 1 and 2 (a “Missed Year”) but the sum of the Performance Actuals for the Missed Year and the subsequent fiscal year (the “Excess Year”) equals or exceeds the sum of the applicable Performance Targets for such Missed Year and Excess Year, then the Restricted Stock Unit shall become earned with respect to one-half third (1/21/3) the Shares subject to the applicable Performance Target in respect of such Missed Year.

Catch-Up. Notwithstanding the foregoing and subject to the Participant’s continued employment with the Company and its Affiliates, if a Performance Actual does not exceed the applicable Performance Target with respect to fiscal years 1 and 2 (a “Missed Year”) but the sum of the Performance Actuals for the Missed Year and the subsequent fiscal year (the “Excess Year”) equals or exceeds the sum of the applicable Performance Targets for such Missed Year and Excess Year, then the Restricted Stock Unit shall become earned with respect to one-half sixth (1/21/6) the Shares subject to the applicable Performance Target in respect of such Missed Year.