Common use of Number of Shares Earned Clause in Contracts

Number of Shares Earned. Your Award of Performance Shares specifies a number of Performance Shares awarded with respect to each of three different Performance Periods. The number of Performance Shares designated for a Performance Period represents a target number of Shares to be earned if the Company performance goals (the “Performance Goals”) are met during the Performance Period. As of the last day of each Performance Period, the Committee will determine, in accordance with this paragraph 3, the number of Shares, if any, earned by you with respect to that Performance Period. The earned Shares will be paid as provided in paragraph 7 of this Performance Shares Award section subject to satisfaction of the vesting requirements and forfeiture provisions of paragraph 4 and paragraph 11 of this Performance Shares Award section. The number of Shares earned by you for a Performance Period will equal the percentage determined under this paragraph 3 (the “Applicable Percentage”) multiplied by the number of Performance Shares awarded to you for the Performance Period. The Committee will determine the Applicable Percentage as soon as practicable after the audited financial statements are received for the final year of the Performance Period, or for the Performance Period year if only one year. To determine the Applicable Percentage, the Committee will compare the Company’s actual performance for the Performance Period to the Performance Goals for the Performance Period as set forth on the schedule of Performance Goals attached to this Exhibit A (the “Schedule”). The Schedule describes and defines three levels of Performance Goals: Threshold, Target and Maximum. The Schedule also specifies the Applicable Percentage for each Performance Period if the actual performance for the Performance Period is at Threshold, Target or Maximum. If the actual performance is between Threshold and Target, then the Applicable Percentage will be prorated between the specified Applicable Percentage for Threshold and the specified Applicable Percentage for Target. If the actual performance is between Target and Maximum, then the Applicable Percentage will be prorated between the specified Applicable Percentage for Target and the specified Applicable Percentage for Maximum. If the actual performance is below Threshold, then the Applicable Percentage will be 0%. If the actual performance is above Maximum, then the Applicable Percentage will be 200%.

Number of Shares Earned. Your Award of Performance Shares specifies a number of Performance Shares awarded with respect to each of three different Performance Periods. The number of Performance Shares designated for a Performance Period represents a target number of Shares to be earned if the Company performance goals (the “Performance Goals”) are met during the Performance Period. As of the last day of each Performance Period, the Committee will determine, in accordance with this paragraph 3, the number of Shares, if any, earned by you with respect to that Performance Period. The earned Shares will be paid as provided in paragraph 7 of this Performance Shares Award section subject to satisfaction of the vesting requirements and forfeiture provisions of paragraph 4 and paragraph 11 of this Performance Shares Award section. The number of Shares earned by you for a Performance Period will equal the percentage determined under this paragraph 3 (the “Applicable Percentage”) multiplied by the number of Performance Shares awarded to you for the Performance Period. The Committee will determine the Applicable Percentage as soon as practicable after the audited financial statements are received for the final year of the each applicable Performance Period, or for the Performance Period year if only one year. To determine the Applicable Percentage, the Committee will compare the Company’s actual performance for the Performance Period to the Performance Goals for the Performance Period as set forth on the schedule of Performance Goals attached to this Exhibit A (the “Schedule”). The Schedule describes and defines three levels of Performance Goals: Threshold, Target and Maximum. The Schedule also specifies the Applicable Percentage for each Performance Period if the actual performance for the Performance Period is at Threshold, Target or Maximum. If the actual performance is between Threshold and Target, then the Applicable Percentage will be prorated between the specified Applicable Percentage for Threshold and the specified Applicable Percentage for Target. If the actual performance is between Target and Maximum, then the Applicable Percentage will be prorated between the specified Applicable Percentage for Target and the specified Applicable Percentage for Maximum. If the actual performance is below Threshold, then the Applicable Percentage will be 0%. If the actual performance is above Maximum, then the Applicable Percentage will be 200%. For purposes of the foregoing, any fractional Share earned with respect to any Performance Period shall be rounded down to the nearest whole Share.