Common use of Hypothetical Clause in Contracts

Hypothetical. 1 • The only Extraordinary Cash Dividend during the Measurement Period with a record date before the end of the Performance Period commencing on October 1, 2016 was $3.00 per share. • Prior to the Performance Period commencing on October 1, 2016, no portion of the Performance Requirements have been satisfied. • With respect to the Performance Period commencing on October 1, 2016, (i) the average Daily Value equals $33.00, (ii) the Daily Value for 30 of such trading days was $35.00, the Daily Value for another 30 of such trading days was $34.00 and the Daily Value for another 30 of such trading days was $30.00 and (iii) the lowest Daily Value during the last 20 trading days was $35.00. The Daily Value on the last day of such Performance Period was $35.00. • Based on the foregoing, the Reference Price for such Performance Period is $33.00 (which is the highest number that does not exceed the amount determined under any of clause (i) ($33.00), clause (ii) ($34.00) or clause (iii) ($35.00)). Because $33.00 is greater than the Reference Price Minimum Hurdle (which as of the end of such Performance Period was $31.58), the Performance Requirements for the Performance Period commencing on October 1, 2016 were satisfied for $2,269,791.01 (which equals $2,000,000 + ($3,000,000 X (($33.00 - $31.58) / ($47.37 - $31.58))). • Based on such achievement, the number of PSUs that will be treated as Performance Satisfied PSUs would equal 64,851.17 ($2,269,791.01 / $35.00). Such Performance Satisfied PSUs would then be immediately converted to their Settlement Amount, which equals $2,269,791.01 (the sum of the Fair Market Value of such Performance Satisfied PSUs on the last day of such Performance Period ($2,075,237.50), plus the Accumulated Dividend Equivalent Value of such Performance Satisfied PSUs ($194,553.51)). • Subject to Section 8, such amount ($2,269,791.01) would then be paid as provided in Section 6 only upon the satisfaction of the Time-Based Requirements.

Hypothetical. 1 • The only Extraordinary Cash Dividend during the Measurement Period with a record date before the end of the Performance Period commencing on October 1, 2016 was $3.00 per share. • Prior to the Performance Period commencing on October 1, 2016, no portion of the Performance Requirements have been satisfied. • With respect to the Performance Period commencing on October 1, 2016, (i) the average Daily Value equals $33.0030.33, (ii) the Daily Value for 30 of such trading days was $35.0033.00, the Daily Value for another 30 of such trading days was $34.00 28.00 and the Daily Value for another 30 of such trading days was $30.00 and (iii) the lowest Daily Value during the last 20 trading days was $35.0033.00. The Daily Value on the last day of such Performance Period was $35.0033.00. • Based on the foregoing, the Reference Price for such Performance Period is $33.00 30.00 (which is the highest number that does not exceed the amount determined under any of clause (i) ($33.0030.33), clause (ii) ($34.0030.00) or clause (iii) ($35.0033.00)). Because $33.00 30.00 is greater than the Reference Price Minimum Hurdle (which as of the end of such Performance Period was $31.5827.76), the Performance Requirements for the Performance Period commencing on October 1, 2016 were satisfied for $2,269,791.01 9,517,291.07 (which equals $2,000,000 7,500,000 + ($3,000,000 12,500,000 X (($33.00 30.00 - $31.5827.76) / ($47.37 - $31.5841.64 -$27.76))). • Based on such achievement, the number of PSUs that will be treated as Performance Satisfied PSUs would equal 64,851.17 288,402.76 ($2,269,791.01 9,517,291.07 / $35.0033.00). Such Performance Satisfied PSUs would then be immediately converted to their Settlement Amount, which equals $2,269,791.01 9,517,291.07 (the sum of the Fair Market Value of such Performance Satisfied PSUs on the last day of such Performance Period ($2,075,237.508,652,082.79), plus the Accumulated Dividend Equivalent Value of such Performance Satisfied PSUs ($194,553.51865,208.28)). • Subject to Section 8, such Such amount ($2,269,791.019,517,291.07) would then be paid as provided in Section 6 only upon the satisfaction of the Time-Based Requirements.

Hypothetical. 1 3 • The only Extraordinary Cash Dividend during facts are the Measurement Period with a record date before same as Hypotheticals 1 and 2. • Prior to the end of the Performance Period commencing on October 1July 2, 2016 was $3.00 per share. • Prior to the Performance Period commencing on October 1, 20162017, no additional portion of the Performance Requirements have been satisfiedsatisfied (beyond those satisfied under Hypothetical 1 above), nor have any additional Extraordinary Cash Dividends been declared. • With respect to the Performance Period commencing on October 1July 2, 20162017, (i) the average Daily Value value equals $33.0032.33, (ii) the 30 trading days during such period had a Daily Value for 30 of such $33.00, while the other 60 trading days was $35.00, the had a Daily Value for another 30 of such trading days was $34.00 and the Daily Value for another 30 of such trading days was $30.00 32.00 and (iii) the lowest Daily Value during for the last 20 trading days was $35.0033.00. The Daily Value on the last trading day of such Performance Period was $35.0033.00. • Based on the foregoingforegoing and applying the same principles as applied in Hypothetical 1, the Reference Price for such Performance Period is was $33.00 (which is the highest number that does not exceed the amount determined under any of clause (i) ($33.00), clause (ii) ($34.00) or clause (iii) ($35.00))32.00. Because $33.00 32.00 is greater than the Reference Price Minimum Hurdle (which as of the end of such Performance Period was $31.5830.00 as per Hypotheticals 1 and 2 above), the Performance Requirements for the Performance Period commencing on October 1July 2, 2016 2017 were satisfied. As the result of such achievement, the aggregate amount with respect to which the Performance Requirements are satisfied for $2,269,791.01 (which such Performance Period and all prior Performance Periods equals $2,000,000 11,318,443.80 ($7,500,000 + ($3,000,000 12,500,000 X (($33.00 - $31.5832.00-$27.76) / ($47.37 41.64-$27.76)). Because the Performance Requirements were already satisfied for $9,517,291.07, the additional amount with respect to which the Performance Requirements were satisfied for the Performance Period commencing on July 2, 2017 was $1,801,152.73 ($11,318,443.80 - $31.58))9,517,291.07). • Based on such achievement, the additional number of PSUs that will be treated as Performance Satisfied PSUs would equal 64,851.17 54,580.39 ($2,269,791.01 1,801,152.73 / $35.0033.00). Such Performance Satisfied PSUs would then be immediately converted to their Settlement Amount, which equals $2,269,791.01 1,801,152.73 (the sum of the Fair Market Value of such Performance Satisfied PSUs on the last day of such Performance Period ($2,075,237.501,637,411.57), plus the Accumulated Dividend Equivalent Value of such Performance Satisfied PSUs ($194,553.51))163,741.16)).1 ___________________ 1 The number of Performance Satisfied PSUs was rounded two decimal places in this example for ease of illustration. • Subject to Section 8, such amount ($2,269,791.01) No rounding would then be paid as provided occur in Section 6 only upon the satisfaction determination of the Time-Based Requirementsamounts actually earned.