Common use of Performance-Based Equity Awards not based on Stock Price Clause in Contracts

Performance-Based Equity Awards not based on Stock Price. For each stock unit equity award with vesting conditioned on performance other than stock price that is outstanding as of the Effective Date, and for all such future awards unless specifically provided otherwise by the Committee in the applicable award agreement, the performance criteria will be deemed satisfied at 100% of target for any unfinished performance period and the equity award will convert to time-based restricted stock units (“RSUs”) for such target number of shares which continue to vest in accordance with any service-based vesting condition specified in the applicable award agreement, subject to the provisions of Section 5. The portion of the equity award for which the performance condition is not deemed satisfied pursuant to this Section 4(b) will be forfeited. The effective date of the foregoing vesting credit and forfeiture will be the date of the Change of Control.