Common use of Earned Units Clause in Contracts

Earned Units. In the Committee’s determination of the number of Earned Units for the Adjusted Performance Period, the following modifications shall be made to the components of the Relative Return Factor: (i) The Company Total Stockholder Return shall be determined as provided by Section 2.1, except that the Average Per Share Closing Price for the 30 calendar day period ending on the last day of the Adjusted Performance Period shall be replaced with the price per share of Common Stock to be paid to the holder thereof in accordance with the definitive agreement governing the transaction constituting the Change of Control (or, in the absence of such agreement, the closing price per share of Common Stock as reported on any established stock exchange or a national market system, including without limitation the NASDAQ System, for the last trading day of the Adjusted Performance Period), adjusted to reflect an assumed reinvestment, as of the applicable ex-dividend date, of all cash dividends and other cash distributions (excluding cash distributions resulting from share repurchases or redemptions by the Company) paid to stockholders during the Adjusted Performance Period. (ii) The Benchmark Index Total Return shall be determined as provided by Section 2.3, except that for the purposes of clause (a) thereof, the Average Closing Index Value shall be determined for the 30 calendar day period ending on the last day of the Adjusted Performance Period.

Earned Units. In the Committee’s determination of the number of Earned Units for the Adjusted Performance Period, the following modifications shall be made to the components of the Relative Return Factor: (i) The Company Total Stockholder Return Company’s TSR shall be determined as provided by Section 2.1, except that the Company’s Average Per Share Closing Price for the 30 calendar 30-day period ending on the last day of the Adjusted Performance Period shall be replaced with the price per share of Common Stock Share to be paid to the holder thereof in accordance with the definitive agreement governing the transaction constituting the Change of in Control (or, in the absence of such agreement, the closing price per share of Common Stock Share as reported on any established stock exchange or a national market system, including without limitation the NASDAQ System, Stock Market for the last trading day of the Adjusted Performance Period), adjusted to reflect an assumed reinvestment, as of the applicable ex-dividend date, of all cash dividends and other cash distributions (excluding cash distributions resulting from share repurchases or redemptions by the Company) paid to stockholders during the Adjusted Performance Period, as illustrated in Appendix B to the Grant Notice. (ii) The TSR for each Benchmark Index Total Return Company shall be determined as provided by Section 2.3, except that for the purposes of clause (a) thereof, the Average Closing Index Value shall be determined for the 30 calendar 30-day period ending on the last day of the Adjusted Performance Period.

Earned Units. In the Committee’s determination of the number of Earned Units for the Adjusted Performance Period, the following modifications shall be made to the components of the Relative Return Factor: (i) The Company Total Stockholder Return shall be determined as provided by Section 2.1, except that the Average Per Share Closing Price for the 30 calendar 180-day period ending on the last day of the Adjusted Performance Period shall be replaced with the price per share of Common Stock Share to be paid to the holder thereof in accordance with the definitive agreement governing the transaction constituting the Change of in Control (or, in the absence of such agreement, the closing price per share of Common Stock Share as reported on any established stock exchange or a national market system, including without limitation the NASDAQ System, Stock Market for the last trading day of the Adjusted Performance Period), adjusted to reflect an assumed reinvestment, as of the applicable ex-dividend date, of all cash dividends and other cash distributions (excluding cash distributions resulting from share repurchases or redemptions by the Company) paid to stockholders during the Adjusted Performance Period, as illustrated in Section 2.2. (ii) The Benchmark Index Total Return shall be determined as provided by Section 2.3, except that for the purposes of clause (a) thereof, the Average Closing Index Value shall be determined for the 30 calendar 180-day period ending on the last day of the Adjusted Performance Period.

Earned Units. In the Committee’s determination of the number of Earned Units for the Adjusted Performance Period, the following modifications shall be made to the components of the Relative Return Factor: (i) The Company Total Stockholder Return shall be determined as provided by Section 2.14.1, except that the Average Per Share Closing Price for the 30 90 calendar day period ending on the last day of the Adjusted Performance Period shall be replaced with the price per share of Common Stock to be paid to the holder thereof in accordance with the definitive agreement governing the transaction constituting the Change of in Control (or, in the absence of such agreement, the closing price per share of Common Stock as reported on any established stock exchange or a national market system, including without limitation the NASDAQ System, New York Stock Exchange for the last trading day of the Adjusted Performance Period), adjusted to reflect an assumed reinvestment, as of the applicable ex-dividend date, of all cash dividends and other cash distributions (excluding cash distributions resulting from share repurchases or redemptions by the Company) paid to stockholders during the Adjusted Performance Period, as illustrated in Section 4.2. (ii) The Benchmark Index Total Return shall be determined as provided by Section 2.34.3, except that for the purposes of clause (a) thereof, the Average Closing Index Value shall be determined for the 30 90 calendar day period ending on the last day of the Adjusted Performance Period.