Common use of Determination of Target Awards Clause in Contracts

Determination of Target Awards. The Committee, in its sole discretion, shall establish and grant a Target Award that may be earned by each Participant. A Participant’s Target Award shall be established by the Committee in writing no later than the 90th day of the Performance Period, or, for employees newly hired or promoted during a Performance Period, before 25% of the remaining Performance Period has elapsed as measured from the date of hire or promotion, as applicable. The Committee may establish Target Awards in a different manner for different groups of Participants. The Target Award shall be granted in the form of Restricted Stock Units. Unless otherwise determined by the Committee, the number of Restricted Stock Units granted shall be based on the fair market value of the Company’s Common Stock as of the effective date of the grant; provided, for purposes of determining the number of Restricted Stock Units granted to an Employee who becomes a Participant after the beginning of an applicable Performance Period, the number of Restricted Stock Units may be determined, in the sole discretion of the Committee, based on (a) the fair market value of the Company’s Common Stock as of the effective date of the initial grants to Participants for the applicable Performance Period, reduced by the value of any cash dividends or cash distributions (regular or otherwise) that are paid with respect to the Company’s Common Stock from that date to the date of grant, (b) the fair market value of the Company’s Common Stock on the date on which the Participant commenced participation in the Plan, or (c) such other manner as the Committee may determine in its sole discretion. Restricted Stock Units shall be granted pursuant to the Equity Incentive Award Plan. Further, if at any time the Common Stock ceases to be registered as a class of equity securities under the Exchange Act, whether as a result of a Change of Control or otherwise, the Committee may in its sole discretion convert any Restricted Stock Units into a right to receive cash in lieu of shares of Common Stock based upon the fair market value of a share of Common Stock at the time of or immediately prior to the time the Common Stock was no longer registered under the Exchange Act.

Determination of Target Awards. The Committee, in its sole discretion, shall establish and grant a Target Award that may be earned by each Participant. A Participant’s Target Award shall be established by the Committee in writing no later than the 90th day of the Performance Period, or, for employees newly hired or promoted to become eligible during a Performance Period, before 25% of the remaining Performance Period has elapsed as measured from the date of hire or promotion, as applicable. The Committee may establish Target Awards in a different manner for different groups of Participants. The Target Award shall be granted in the form of Restricted Stock Units. Unless otherwise determined by the Committee, the number of Restricted Stock Units granted shall be based on the fair market value of the Company’s Common Stock as of the effective date of the grant; provided, for purposes of determining the number of Restricted Stock Units granted to an Employee who becomes a Participant after the beginning of an applicable Performance Period, the number of Restricted Stock Units may be determined, in the sole discretion of the Committee, based on (a) the fair market value of the Company’s Common Stock as of the effective date of the initial grants to Participants for the applicable Performance Period, reduced by the value of any cash dividends or cash distributions (regular or otherwise) that are paid with respect to the Company’s Common Stock from that date to the date of grant, (b) the fair market value of the Company’s Common Stock on the date on which the Participant commenced participation in the Plan, or (c) such other manner as the Committee may determine in its sole discretion. Restricted Stock Units shall be granted pursuant to the Equity Incentive Award Plan. Further, if at any time the Common Stock ceases to be registered as a class of equity securities under the Exchange Act, whether as a result of a Change of Control or otherwise, the Committee may in its sole discretion convert any Restricted Stock Units into a right to receive cash in lieu of shares of Common Stock based upon the fair market value of a share of Common Stock at the time of or immediately prior to the time the Common Stock was no longer registered under the Exchange Act.