Common use of Measurement of Performance Clause in Contracts

Measurement of Performance. In the event of a Change in Control Transaction that occurs before the Performance & Service Period End Date, the number of Performance Units that may potentially vest will be determined immediately prior to the Change in Control Transaction based upon the Company’s CAGR for the portion of the Performance Period that precedes and includes the effective date of the Change in Control Transaction (the “CIC Performance Period” and the Company’s CAGR performance as measured versus the Index CAGR performance for the CIC Performance Period (collectively, the “CIC Achievement Level”)). For purposes of such determination, the Company’s ending stock price will be the sale price of the Shares in the Change in Control Transaction, and the ending stock price of the Index will be the average price of the Index over the 20 consecutive trading days ending on and inclusive of the effective date of the Change in Control Transaction, adjusted for stock splits or similar changes in capital structure. For avoidance of doubt, this provision is intended to result in determination of a number of Performance Units that may potentially vest that will correspond to the CIC Achievement Level, without Committee determination (such CIC Achievement Level determined number of Performance Units are the “Change in Control Transaction Determined Units”). Any Performance Units that do not vest or become eligible to vest based upon the CIC Achievement Level will immediately terminate and be forfeited upon the Change in Control Transaction.

Measurement of Performance. In the event of a Change in Control Transaction that occurs before the Performance & Service Period End Date, the number of Performance Units that may potentially vest will be determined immediately prior to the Change in Control Transaction based upon the Company’s CAGR for the portion of the Performance Period that precedes and includes the effective date of the Change in Control Transaction (the “CIC Performance Period” and the Company’s CAGR performance as measured versus the Index CAGR performance for the CIC Performance Period (collectively, the “CIC Achievement Level”)). For purposes of such determination, the Company’s ending stock price will be the sale price of the Shares in the Change in Control Transaction, and the ending stock price of the Index will be the average price of the Index over the 20 consecutive trading days ending on and inclusive of the effective date of the Change in Control Transaction, adjusted for stock splits or similar changes in capital structure. For avoidance of doubt, this provision is intended to result in determination of a number of Performance Units that may potentially vest that will correspond to the CIC Achievement Level, without Committee determination (such CIC Achievement Level determined number of Performance Units are the “Change in Control Transaction Determined Units”). Any Performance Units that do not vest or become eligible to vest based upon the CIC Achievement Level will immediately terminate and be forfeited upon the Change in Control Transaction.

Measurement of Performance. In the event of a Change in Control Transaction that occurs before the Performance & Service Period End Date, the number of Performance Units that may potentially vest will be determined immediately prior to the Change in Control Transaction based upon the Company’s CAGR for during the portion of the Performance Period that precedes and includes the effective date of the Change in Control Transaction (the “CIC Performance Period” ”) and the Company’s CAGR performance as measured versus the Index Companies’ CAGR performance for during the CIC Performance Period (collectively, the “CIC Achievement Level”)). For purposes of such determination, the Company’s ending stock price will be the sale price of the Shares in the Change in Control Transaction, Transaction and the ending stock price of the Index Companies will be the average price of a share of common stock of the Index Companies over the 20 consecutive trading days ending on and inclusive of the effective date of the Change in Control Transaction, adjusted for stock splits or similar changes in capital structure. For avoidance of doubt, this provision is intended to result in determination of a number of Performance Units that may potentially vest that will correspond to the CIC Achievement Level, without Committee determination (such CIC Achievement Level determined number of Performance Units are the “Change in Control Transaction Determined Units”). Any Performance Units that do not vest or become eligible to vest based upon the CIC Achievement Level will immediately terminate and be forfeited upon the Change in Control Transaction.