Common use of Peer Companies Clause in Contracts

Peer Companies. Peer Companies are the companies in the S&P 500 as of the first day of the relevant period other than H&R Block. If a Peer Company ceases to be a member of the S&P 500 during the relevant period, then such company will be treated as described below: (a) In the event a Peer Company files for bankruptcy or liquidates due to an insolvency, such company will continue to be treated as a Peer Company; provided, however, that such company’s Ending Value will be treated as $0 if the common stock (or similar equity security) of such company is no longer listed or traded on a national securities exchange on the last trading day of the calculation of the Ending Value. (b) In the event a Peer Company ceases to be a member of the S&P 500 due to a change in the company’s market capitalization relative to other members of the S&P 500, and the common stock (or similar equity security) of such company continues to be traded on a national securities exchange as of the last trading day of the calculation of the Ending Value, such company will continue to be treated as a Peer Company. (c) In the event of the acquisition of a Peer Company (including, without limitation, (i) a merger or other business combination of a Peer Company with another entity in which the Peer Company is not the survivor, and (ii) the sale of all or substantially all of a Peer Company’s assets), such acquired entity will no longer be treated as a Peer Company and will be excluded from the calculation. In the event that the business combination transaction involves two Peer Companies, the acquiring entity will continue to be treated as a Peer Company. (d) If a Peer Company ceases to be a member of the S&P 500 for any reason not described above, such company will be excluded from the calculation.

Peer Companies. Peer Companies are the companies in the S&P 500 400 as of the first day of the relevant period other than H&R Block. If a Peer Company ceases to be a member of the S&P 500 400 during the relevant period, then such company will be treated as described below: (a) In the event a Peer Company files for bankruptcy or liquidates due to an insolvency, such company will continue to be treated as a Peer Company; provided, however, that such company’s Ending Value will be treated as $0 if the common stock (or similar equity security) of such company is no longer listed or traded on a national securities exchange on the last trading day of the calculation of the Ending Value. (b) In the event a Peer Company ceases to be a member of the S&P 500 400 due to a change in the company’s market capitalization relative to other members of the S&P 500400, and the common stock (or similar equity security) of such company continues to be traded on a national securities exchange as of the last trading day of the calculation of the Ending Value, such company will continue to be treated as a Peer Company. (c) In the event of the acquisition of a Peer Company (including, without limitation, (i) a merger or other business combination of a Peer Company with another entity in which the Peer Company is not the survivor, and (ii) the sale of all or substantially all of a Peer Company’s assets), such acquired entity will no longer be treated as a Peer Company and will be excluded from the calculation. In the event that the business combination transaction involves two Peer Companies, the acquiring entity will continue to be treated as a Peer Company. (d) If a Peer Company ceases to be a member of the S&P 500 400 for any reason not described above, such company will be excluded from the calculation.