Common use of Earned Performance Shares Clause in Contracts

Earned Performance Shares. (a) Subject to Sections 3.1(b), (c), and (d) below and subject to the aggregate amount payable limitations under the SMIP, the Shares subject to the PRSUs shall become Earned Performance Shares as of the Certification Date and shall become eligible to vest and become payable in accordance with the provisions of Section 3.2 if and to the extent that the Performance Objectives set out in Target 1 (applicable to 50% of Target Number of Shares) and Target 2 (applicable to 50% of Target Number of Shares) of Exhibit 1 to the Acceptance Form are attained and subject to the Executive being in the employment of the Company or any Subsidiary at each respective vesting date as set forth in Section 3.2 below. (b) The Performance Objectives may be adjusted in accordance with the terms of the Plan to the extent such adjustments would not prevent the PRSUs from qualifying as Qualified Performance-Based Compensation under Section 162(m) of the Code. (c) As of the Certification Date, the Committee shall certify the amount payable under the SMIP, determine the attainment level of applicable Performance Objectives, and based on such certification and determination, shall declare the number of Shares subject to the PRSUs that shall become Earned Performance Shares. Anything to the contrary in this Section 3.1 and Exhibit 1 to the Acceptance Form notwithstanding, the Committee retains sole discretion to determine the number of Shares subject to the PRSUs that will become Earned Performance Shares, subject to any requirements under Code Section 162(m). (d) Shares subject to the PRSUs that are not declared by the Committee on the Certification Date to be Earned Performance Shares shall be forfeited immediately. (e) If there is a Change of Control prior to the end of the Performance Period, the Performance Objectives will be deemed to be attained at the maximum level as to all of the unearned Shares underlying the PRSUs and deem them to be Earned Performance Shares; provided, however, (i) that no PRSU shall become an Earned Performance Share prior to the Certification Date or to the extent such exercise of discretion would result in a payment exceeding the amount payable under SMIP, and (ii) that the time-based vesting requirements set forth in Section 3.2 shall continue to apply. Notwithstanding the foregoing, the Committee shall retain all discretion to waive the vesting requirements set forth in Section 3.2 in connection with a Change of Control so as to vest the Shares at an earlier date than that specified in Section 3.2.

Earned Performance Shares. (a) Subject to Sections 3.1(b), 3.l(b) and (c), and (d) below and subject to the aggregate amount payable limitations under the SMIPbelow, the Shares subject to the PRSUs shall become Earned Performance Shares as of the Certification Earned Date and shall become eligible to vest and become payable in accordance with the provisions of Section 3.2 if and to the extent that the Performance Objectives set out in Target 1 (applicable to 50% of Target Number of Shares) and Target 2 (applicable to 50% of Target Number of Shares) of Exhibit 1 Schedule B to the Acceptance Form this Agreement are attained and subject to the Executive being in the employment of the Company or any Subsidiary at each respective vesting date as set forth in Section 3.2 belowattained. (b) The Performance Objectives may be adjusted in accordance with the terms of the Plan to the extent such adjustments would not prevent the PRSUs from qualifying as Qualified Performance-Based Compensation under Section 162(m) of the Code. (c) As of the Certification Earned Date, the Committee shall certify the amount payable under the SMIP, determine the attainment level of applicable Performance Objectives, and based on such certification and determinationcertification, shall declare the number of Shares subject to the PRSUs that shall become Earned Performance Shares. Anything to the contrary in this Section 3.1 and Exhibit 1 Schedule B to the Acceptance Form this Agreement notwithstanding, the Committee retains sole discretion to determine the number of Shares subject to the PRSUs that will become Earned Performance Shares. (c) The Executive understands and agrees that the terms under which the PRSU s shall become Earned Performance Shares (as described in Section 3.1 above and in Schedule B) is confidential and the Executive agrees not to disclose, subject reproduce or distribute such confidential information concerning the Company, except as required in the course of the Executive's employment with the Company, without the prior written consent of the Company. The Executive's failure to any requirements under Code Section 162(m)abide by this condition may result in the immediate cancellation of the PRSUs. (d) Shares subject to the PRSUs that are not declared by the Committee on the Certification Earned Date to be Earned Performance Shares shall be forfeited immediately. (e) If there is a Change of Control The Performance Objectives may be adjusted as the Committee, in its sole discretion, deems appropriate. (f) If, prior to the end Earned Date, the Executive experiences a Termination of the Performance PeriodService due to death or Disability, the Performance Objectives will be deemed to be attained at 100% of the maximum target level as to and all of the unearned Shares underlying the PRSUs PRSU s will deemed to be Earned Performance Shares. (g) If, prior to the end of the Performance Period, (i) the Executive experiences a Termination of Service for reasons other than death, Disability or Cause, or (ii) there is a Change of Control, the Committee, may, in its sole discretion, deem the Performance Objectives to be attained at the level (not to exceed the 100% of the target level) determined by the Committee as to all or part of the unearned Shares underlying the PRSU s and deem them to be Earned Performance Shares; provided, however, (i) that no PRSU shall become an Earned Performance Share prior to the Certification Date or to the extent such exercise of discretion would result in a payment exceeding the amount payable under SMIP, and (ii) that the time-based vesting requirements set forth in Section 3.2 shall continue to apply. Notwithstanding the foregoing, the Committee shall retain all discretion to waive the vesting requirements set forth in Section 3.2 in connection with a Change of Control so as to vest the Shares at an earlier date than that specified in Section 3.2.

Earned Performance Shares. (a) Subject to Sections 3.1(b), (c), 3.1(c) and (d) below and subject to the aggregate amount payable limitations under the SMIP, the Shares subject to the PRSUs RSUs shall become Earned Performance Shares as of the Certification Date and shall become eligible to vest and become payable in accordance with the provisions of Section 3.2 if and to the extent that the Performance Objectives set out in Target Targets 1 (applicable to 50% of Target Number of Shares) and Target 2 (applicable to 50% of Target 5 Number of Shares) of Exhibit 1 to the Acceptance Form are attained and subject to the Executive being in the employment of the Company or any Subsidiary at each respective vesting date as set forth in Section 3.2 below. (b) The Executive understands and agrees that the terms under which the RSUs shall become Earned Performance Shares are confidential and the Executive agrees not to disclose, reproduce or distribute such confidential information concerning the Company, except as required in the course of the Executive’s employment with the Company or one of its Subsidiaries, without the prior written consent of the Company. The Executive’s failure to abide by this condition may result in the immediate cancellation of the RSUs. (c) If, prior to the end of the Performance Period, (i) the Executive’s employment terminates for reasons other than Cause, or (ii) there is a Change of Control, the Committee, may, in its sole discretion, deem the Performance Objectives to be attained at the level (not to exceed the maximum level) determined by the Committee as to all or part of the unearned Shares underlying the RSUs and deem them to be Earned Performance Shares; provided, however, that no RSU shall become an Earned Performance Share prior to the Certification Date or to the extent such exercise of discretion would result in a payment exceeding the amount payable under SMIP. (d) The Performance Objectives may be adjusted in accordance with the terms of the Plan to the extent such adjustments would not prevent the PRSUs RSUs from qualifying as Qualified Performancequalified performance-Based Compensation based compensation under Section 162(m) of the Code. (ce) As of the Certification Date, the Committee shall certify the amount payable under the SMIP, determine the attainment level of applicable Performance Objectives, and based on such certification and determination, shall declare the number of Shares subject to the PRSUs RSUs that shall become Earned Performance Shares. Anything to the contrary in this Section 3.1 and Exhibit 1 to the Acceptance Form notwithstanding, the Committee retains sole discretion to determine the number of Shares subject to the PRSUs RSUs that will become Earned Performance Shares, subject to any requirements under Code Section 162(m). (df) Shares subject to the PRSUs RSUs that are not declared by the Committee on the Certification Date to be Earned Performance Shares shall be forfeited immediately. (e) If there is a Change of Control prior to the end of the Performance Period, the Performance Objectives will be deemed to be attained at the maximum level as to all of the unearned Shares underlying the PRSUs and deem them to be Earned Performance Shares; provided, however, (i) that no PRSU shall become an Earned Performance Share prior to the Certification Date or to the extent such exercise of discretion would result in a payment exceeding the amount payable under SMIP, and (ii) that the time-based vesting requirements set forth in Section 3.2 shall continue to apply. Notwithstanding the foregoing, the Committee shall retain all discretion to waive the vesting requirements set forth in Section 3.2 in connection with a Change of Control so as to vest the Shares at an earlier date than that specified in Section 3.2.

Earned Performance Shares. (a) Subject to Sections 3.1(b), (c3.1(b),(c), and (d) below and subject to the aggregate amount payable limitations under the SMIP, the Shares subject to the PRSUs RSUs shall become Earned Performance Shares as of the Certification Date and shall become eligible to vest and become payable in accordance with the provisions of Section 3.2 if and to the extent that the Performance Objectives set out in Target 1 (applicable to 50% of Target Number of Shares) and Target 2 (applicable to 50% of Target Number of Shares) of Exhibit 1 to the Acceptance Form are attained and subject to the Executive being in the employment of the Company or any Subsidiary at each respective vesting date as set forth in Section 3.2 below. (b) The Performance Objectives may be adjusted in accordance with the terms of the Plan to the extent such adjustments would not prevent the PRSUs RSUs from qualifying as Qualified Performancequalified performance-Based Compensation based compensation under Section 162(m) of the Code. (c) As of the Certification Date, the Committee shall certify the amount payable under the SMIP, determine the attainment level of applicable Performance Objectives, and based on such certification and determination, shall declare the number of Shares subject to the PRSUs RSUs that shall become Earned Performance Shares. Anything to the contrary in this Section 3.1 and Exhibit 1 to the Acceptance Form notwithstanding, the Committee retains sole discretion to determine the number of Shares subject to the PRSUs RSUs that will become Earned Performance Shares, subject to any requirements under Code Section 162(m). (d) Shares subject to the PRSUs RSUs that are not declared by the Committee on the Certification Date to be Earned Performance Shares shall be forfeited immediately. (e) If there is a Change of Control If, prior to the end of the Performance PeriodPeriod there is a Change of Control, the Performance Objectives will be deemed to be attained at the level (not to exceed the maximum level level) determined by the Committee as to all of the unearned Shares underlying the PRSUs RSUs and deem them to be Earned Performance Shares; provided, however, (i) that no PRSU RSU shall become an Earned Performance Share prior to the Certification Date or to the extent such exercise of discretion would result in a payment exceeding the amount payable under SMIP, and (ii) that the time-based vesting requirements set forth in Section 3.2 shall continue to apply. Notwithstanding the foregoing, the Committee shall retain all discretion to waive the vesting requirements set forth in Section 3.2 in connection with a Change of Control so as to vest the Shares at an earlier date than that specified in Section 3.2.