Common use of Exhibit 1 Clause in Contracts

Exhibit 1. A. The number of Vested Restricted Units is determined as of the last day of the Performance Period by adding the number determined in the TSR Chart and the Relative TSR Chart set forth below; provided that the Recipient shall vest in twenty-five percent (25%) of the Vested Restricted Units as of the last day of each calendar quarter during the Vesting Period only if the Recipient remains an employee, director or consultant of the Company or an Affiliate during the entire Performance Period and through the last day of such calendar quarter. TSR Chart Below Threshold TSR *Threshold TSR *Target TSR *High TSR Zero Vested Units Relative TSR Chart Below Threshold Relative TSR **Threshold Relative TSR **Target Relative TSR **High Relative TSR Zero Vested Units * If Total Shareholder Return falls between Threshold TSR and Target TSR or between Target TSR and High TSR, the number of Vested Restricted Units under the TSR Chart shall be determined by rounding actual Total Shareholder Return to the closest 0.5% percentage points and then applying linear interpolation based on the percentage points by which Threshold TSR or Target TSR, as so adjusted, respectively, is exceeded. ** If Relative Total Shareholder Return falls between Threshold Relative TSR and Target Relative TSR or between Target Relative TSR and High Relative TSR, the number of Vested Restricted Units under the Relative TSR Chart shall be determined by rounding Relative TSR to the closest five (5) percentile points and then applying linear interpolation based on the percentile by which Threshold Relative TSR or Target Relative TSR, respectively, is exceeded.

Exhibit 1. A. The number of potential Vested Restricted Units is determined as of the last day of the Performance Period by adding the number determined in the TSR Chart and the Relative TSR Chart set forth below; provided that the Recipient shall vest in twenty-five percent (25%) of the potential Vested Restricted Units Units, which shall then become Vested Restricted Units, as of the last day of each calendar quarter during the Vesting Period only if the Recipient remains an employee, director or consultant of the Company or an Affiliate during the entire Performance Period and through the last day of such calendar quarter. TSR Chart Below Threshold TSR *Threshold TSR *Target TSR *High TSR Zero Vested Units Relative TSR Chart Below Threshold Relative TSR **Threshold Relative TSR **Target Relative TSR **High Relative TSR Zero Vested Units * If Total Shareholder Return falls between Threshold TSR and Target TSR or between Target TSR and High TSR, the number of Vested Restricted Units under the TSR Chart shall be determined by rounding actual Total Shareholder Return to the closest (but rounded up in the event of a tie) 0.5% percentage points and then applying linear interpolation based on the percentage points by which Threshold TSR or Target TSR, as so adjusted, respectively, is exceeded. ** If Relative Total Shareholder Return falls between Threshold Relative TSR and Target Relative TSR or between Target Relative TSR and High Relative TSR, the number of Vested Restricted Units under the Relative TSR Chart shall be determined by rounding Relative TSR to the closest five (5but rounded up in the event of a tie) percentile 50 basis points and then applying linear interpolation based on the percentile basis points by which Threshold Relative TSR or Target Relative TSR, respectively, is exceeded.