Common use of Earning Units Clause in Contracts

Earning Units. Subject to the terms and conditions set forth in this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the six consecutive fiscal quarter period beginning with the quarter commencing January 1, 2015 (“Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goals described in the table below are achieved. PERFORMANCE GOALS Performance Level Adjusted Non-GAAP EBITDA (in Millions) Percentage of Units Earned Target $_______ 100% Threshold or Below $_______ 0% If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period is equal to or less than the Threshold performance level ($___ million), no Units will be earned at the end of the Performance Measurement Period. If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period exceeds the Threshold performance level ($___ million), but is less than the Target performance level ($_____ million), the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight line interpolation between the Threshold performance level ($___ million) and Target performance level ($_____ million). If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level ($_____ million), all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 at the end of the Performance Measurement Period will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 2016. The number of earned Units that will become vested shall be determined pursuant to Section 3 below. Whether the Adjusted Non-GAAP EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 below.

Earning Units. Subject to the terms and conditions set forth in this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the six consecutive fiscal quarter period beginning with the quarter commencing that begins on January 1, 2015 2013 and ends on December 31, 2013 (“Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goals described in the table below are achieved. PERFORMANCE GOALS Performance Level Adjusted Non-GAAP EBITDA (in Millions) Percentage of Units Earned Target $_______ $ 100% Threshold or Below $_______ $ 0% If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or is equal to or less than the Threshold performance level ($___ $ million), no Units will be earned at as of the end of the Performance Measurement Period. If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period exceeds the Threshold performance level ($___ $ million), ) but is less than the Target performance level ($_____ $ million), the number of Units earned at as of the end of the Performance Measurement Period will be determined by applying straight line interpolation between the Threshold performance level ($___ $ million) and Target performance level ($_____ $ million). If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level ($_____ $ million), all of the Units will be earned at as of the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 at as of the end of the Performance Measurement Period will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 2016forfeited. The number of earned Units that will become vested shall be determined pursuant to Section paragraph 3 below. Whether the Adjusted Non-GAAP EBITDA Performance Goal Goals for the Performance Measurement Period has have been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 paragraph 2.4 below.

Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the six consecutive fiscal quarter two year period beginning with February 16, 2021 and ending February 15, 2023 (the quarter commencing January 1, 2015 (“Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goals Goal described in the table below are is achieved. RELATIVE TSR PERFORMANCE GOALS GOAL Performance Level Adjusted Non-GAAP EBITDA (in Millions) Relative TSR Percentage of Units Eligible to be Earned Target $_______ or Above Greater than or equal to the 75th percentile 100% Threshold or Below $_______ 0Greater than the 50th percentile 50% If the Company’s Adjusted Non-GAAP EBITDA Relative TSR (defined below) for the Performance Measurement Period is equal to or less than the Threshold 50th percentile performance level ($___ million)achievement level, no Units will be earned at the end of the Performance Measurement Period. If the Company’s Adjusted Non-GAAP EBITDA Relative TSR for the Performance Measurement Period exceeds the Threshold 50th percentile performance level ($___ million)level, but is less than the Target performance level ($_____ million)level, the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight straight-line interpolation between the Threshold performance level ($___ million) and Target performance level ($_____ million)for the Performance Goal. If the Company’s Adjusted Non-GAAP EBITDA Relative TSR for the Performance Measurement Period equals or exceeds the Target performance level ($_____ million)level, then all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 at the end of the Performance Measurement Period will be forfeited on no later than the date the Company files its Form 10-Q for Q2 of fiscal year 2016Vesting Date. The number of earned Units that will become vested shall be determined pursuant to Section 3 and Section 4 below. Whether the Adjusted Non-GAAP EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 2.3 below.

Earning Units. Subject to the terms and conditions set forth in this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the six consecutive fiscal quarter period beginning with the quarter commencing January 1, 2015 2016 (“Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goals described in the table below are achieved. PERFORMANCE GOALS Performance Level Adjusted Non-GAAP EBITDA (in Millions) Percentage of Units Earned Target $_______ 100$ 100 % Threshold or Below $_______ 0$ 0 % If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period is equal to or less than the Threshold performance level ($___ $ million), no Units will be earned at the end of the Performance Measurement Period. If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period exceeds the Threshold performance level ($___ $ million), but is less than the Target performance level ($_____ $ million), the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight line interpolation between the Threshold performance level ($___ $ million) and Target performance level ($_____ $ million). If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level ($_____ $ million), all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 at the end of the Performance Measurement Period will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 20162017. The number of earned Units that will become vested shall be determined pursuant to Section 3 below. Whether the Adjusted Non-GAAP EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 below.

Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the six consecutive fiscal quarter two year period beginning with the quarter commencing January 1, 2015 2019 and ending December 31, 2020 (the “Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goals described in the table below are achieved. PERFORMANCE GOALS Performance Level Adjusted Non-GAAP EBITDA (in Millions) Percentage of Units Earned Target or Above $_______ 3,100 100% Threshold or Below $_______ 2,500 0% If the Company’s Adjusted Non-GAAP EBITDA (defined below) for the Performance Measurement Period is equal to or less than the Threshold performance level ($___ 2,500 million), no Units will be earned at the end of the Performance Measurement Period. If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period exceeds the Threshold performance level ($___ 2,500 million), ) but is less than the Target performance level ($_____ 3,100 million), the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight line interpolation between the Threshold performance level ($___ 2,500 million) and Target performance level ($_____ 3,100 million). If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level ($_____ 3,100 million), all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 at the end of the Performance Measurement Period will be forfeited on or around the date the Company files its Form 10-Q K for Q2 of the fiscal year 2016ending December 31, 2020. The number of earned Units that will become vested shall be determined pursuant to Section 3 3, below. Whether the Adjusted Non-GAAP EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 2.4, below.

Earning Units. Subject to the terms and conditions set forth in this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the six consecutive fiscal quarter period beginning with the quarter commencing January 1, 2015 2018 (“Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goals described in the table below are achieved. PERFORMANCE GOALS Performance Level Adjusted Non-GAAP EBITDA (in Millions) Percentage of Units Earned Target $_______ 100$ 2,000 100 % Threshold or Below $_______ 0$ 1,600 0 % If the Company’s Adjusted Non-GAAP EBITDA (defined below) for the Performance Measurement Period is equal to or less than the Threshold performance level ($___ 1,600 million), no Units will be earned at the end of the Performance Measurement Period. If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period exceeds the Threshold performance level ($___ 1,600 million), but is less than the Target performance level ($_____ 2,000 million), the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight line interpolation between the Threshold performance level ($___ 1,600 million) and Target performance level ($_____ 2,000 million). If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level ($_____ 2,000 million), all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 at the end of the Performance Measurement Period will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 20162019. The number of earned Units that will become vested shall be determined pursuant to Section 3 below. Whether the Adjusted Non-GAAP EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 below.

Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the six consecutive fiscal quarter two year period beginning with December 7, 2020 and ending December 6, 2022 (the quarter commencing January 1, 2015 (“Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goals Goal described in the table below are is achieved. RELATIVE TSR PERFORMANCE GOALS GOAL Performance Level Adjusted Non-GAAP EBITDA (in Millions) Relative TSR Percentage of Units Eligible to be Earned Target $_______ or Above Greater than or equal to the 75th percentile 100% Threshold or Below $_______ 0Greater than the 50th percentile 50% If the Company’s Adjusted Non-GAAP EBITDA Relative TSR (defined below) for the Performance Measurement Period is equal to or less than the Threshold 50th percentile performance level ($___ million)achievement level, no Units will be earned at the end of the Performance Measurement Period. If the Company’s Adjusted Non-GAAP EBITDA Relative TSR for the Performance Measurement Period exceeds the Threshold 50th percentile performance level ($___ million)level, but is less than the Target performance level ($_____ million)level, the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight straight-line interpolation between the Threshold performance level ($___ million) and Target performance level ($_____ million)for the Performance Goal. If the Company’s Adjusted Non-GAAP EBITDA Relative TSR for the Performance Measurement Period equals or exceeds the Target performance level ($_____ million)level, then all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 at the end of the Performance Measurement Period will be forfeited on no later than the date the Company files its Form 10-Q for Q2 of fiscal year 2016Vesting Date. The number of earned Units that will become vested shall be determined pursuant to Section 3 and Section 4 below. Whether the Adjusted Non-GAAP EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 2.3 below.

Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the six consecutive fiscal quarter two year period beginning with the quarter commencing January 1, 2015 (“Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goals described in the table below are achieved. 2019 and ending December REVENUE PERFORMANCE GOALS GOAL Performance Level Adjusted Non-GAAP EBITDA Revenue (in Millions) Percentage of Units Eligible to be Earned Target or Above $_______ 10013,200 50% Threshold or Below $_______ 12,300 0% RELATIVE TSR PERFORMANCE GOAL Performance Level Relative TSR Percentage of Units Eligible to be Earned Target or Above Greater than or equal to the 75th percentile 50% Threshold or Below Greater than or equal to the 50th percentile 0% If the Company’s Adjusted Non-GAAP EBITDA Revenue (defined below) and Relative TSR (defined below) for the Performance Measurement Period is are equal to or less than the Threshold performance level ($___ million)levels, no Units will be earned at the end of the Performance Measurement Period. If the Company’s Adjusted Non-GAAP EBITDA Revenue or Relative TSR, or both, for the Performance Measurement Period exceeds exceed the Threshold performance level ($___ million)levels, but is are less than the Target performance level ($_____ million)levels, the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight line interpolation between the Threshold performance level ($___ million) levels and Target performance level ($_____ million)levels for the applicable Performance Goal. If the Company’s Adjusted Non-GAAP EBITDA Revenue and Relative TSR for the Performance Measurement Period equals equal or exceeds exceed the Target performance level ($_____ million)level, all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 at the end of the Performance Measurement Period will be forfeited on or around the date the Company files its Form 10-Q K for Q2 of the fiscal year 2016ending December 31, 2020. The number of earned Units that will become vested shall be determined pursuant to Section 3 3, below. Whether the Adjusted Non-GAAP EBITDA Revenue and Relative TSR Performance Goal Goals for the Performance Measurement Period has have been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 2.4, below.

Earning Units. Subject to the terms and conditions set forth in this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the six consecutive fiscal quarter period beginning with the quarter commencing January 1, 2015 2017 (“Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goals described in the table below are achieved. PERFORMANCE GOALS Performance Level Adjusted Non-GAAP EBITDA (in Millions) Percentage of Units Earned Target $_______ 100$ 1,525 100 % Threshold or Below $_______ 0$ 1,220 0 % If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period is equal to or less than the Threshold performance level ($___ 1,220 million), no Units will be earned at the end of the Performance Measurement Period. If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period exceeds the Threshold performance level ($___ 1,220 million), but is less than the Target performance level ($_____ 1,525 million), the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight line interpolation between the Threshold performance level ($___ 1,220 million) and Target performance level ($_____ 1,525 million). If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level ($_____ 1,525 million), all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 at the end of the Performance Measurement Period will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 20162018. The number of earned Units that will become vested shall be determined pursuant to Section 3 below. Whether the Adjusted Non-GAAP EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 below.