Common use of Performance-Based Right to Payment Clause in Contracts

Performance-Based Right to Payment. The number of PSUs that shall be issued pursuant to the Performance Award (as set forth in Exhibit A) shall be determined based on the Company's achievement of Performance Goals. On the Determination Date, the Committee in its sole discretion shall determine whether and to what extent the Performance Goals as set forth on Exhibit A have been attained. Except as otherwise provided in Section 3.4 of this Award Agreement, the number of PSUs with respect to the Grantee's Performance Award shall be contingent on the attainment of the Performance Goals. Accordingly, except as otherwise provided in Section 3.4 of this Award Agreement, the Grantee shall not become entitled to the Performance Award subject to this Award Agreement unless and until the Committee determines that the Performance Goals have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, the Grantee shall be entitled to the Performance Award as corresponds to the Performance Goals attained (as determined by the Committee in its sole discretion based on the formulae set forth in Exhibit A). Furthermore, pursuant to Section 2.4 of this Award Agreement (except as otherwise provided therein) and except as otherwise provided in Section 3.4 of this Award Agreement, in order to be entitled to vesting with respect to any Performance Award, the Grantee must be employed by the Company or an Affiliate on each applicable Vesting Date (as defined in Exhibit A); provided that, to the extent payments pursuant to this Award Agreement are attributable to Dividend Equivalents (as defined in Section 2.3 of this Award Agreement), such payments shall be made in cash in accordance with Section 2.3 of this Award Agreement.

Performance-Based Right to Payment. The number of PSUs Shares that shall be issued pursuant to the Performance Award (as set forth in Exhibit A) shall be determined based on the Company's ’s achievement of performance goals as set forth on Exhibit A (the “Performance Goals”). On the Determination Date, the Committee in its sole discretion shall determine whether and you are entitled to what extent the payment with respect to all or a portion of your Performance Goals as set forth on Exhibit A have been attainedAwards subject to this Award Agreement. Except as otherwise provided in Section 3.4 of this Award your Employment Agreement, the number payment of PSUs Shares with respect to the Grantee's your Performance Award shall be Awards is contingent on the attainment of the Performance Goals. Accordingly, except as unless otherwise provided in Section 3.4 of this Award your Employment Agreement, the Grantee shall you will not become entitled to payment with respect to the Performance Award Awards subject to this Award Agreement on the Determination Date unless and until the Committee determines that the Performance Goals with respect to the Determination Date have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the Grantee shall be entitled right to the Performance payment of that percentage of this Award as corresponds to the Performance Goals attained (as determined set forth on Exhibit A; provided, however, that, notwithstanding a determination by the Committee that Performance Goals with respect to the Determination Date have been attained, and notwithstanding anything set forth in your Employment Agreement, the Committee may, in its sole discretion based on discretion, reduce or eliminate the formulae set forth in Exhibit A)number of Shares that would otherwise become payable with respect to the Performance Awards upon attainment of such Performance Goals. Furthermore, pursuant to Section 2.4 of this Award Agreement (except as otherwise provided therein) 4 and except as otherwise provided in Section 3.4 of this Award your Employment Agreement, in order to be entitled to vesting payment with respect to any Performance AwardAwards on the Determination Date, the Grantee you must be employed by the Company or an Affiliate on each applicable Vesting Date (as defined in Exhibit A); provided that, to the extent payments pursuant to this Award Agreement are attributable to Dividend Equivalents (as defined in Section 2.3 of this Award Agreement), such payments shall be made in cash in accordance with Section 2.3 of this Award AgreementDetermination Date.

Performance-Based Right to Payment. The number of PSUs Shares that shall be issued pursuant to the Performance Award (as set forth in Exhibit A) shall be determined based on the Company's ’s achievement of Performance Goals. Goals as set forth on Exhibit A. On the Determination Date, the Committee in its sole discretion shall determine whether and to what extent the Performance Goals as set forth on Exhibit A have been attained. Except as otherwise provided in Section 3.4 4 of this Award Agreement, the number payment of PSUs Shares with respect to the Grantee's your Performance Award shall be Awards is contingent on the attainment of the Performance Goals. Goals as set forth on Exhibit A. Accordingly, except as otherwise provided in Section 3.4 4 of this Award Agreement, the Grantee shall you will not become entitled to payment with respect to the Performance Award Awards subject to this Award Agreement unless and until the Committee determines that the Performance Goals set forth on Exhibit A have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, the Grantee you shall be entitled to the Performance payment of that portion of this Award as corresponds to the Performance Goals attained (as determined by the Committee in its sole discretion based on the formulae discretion) as set forth in on Exhibit A). A. Furthermore, pursuant to Section 2.4 of this Award Agreement 3 (except as otherwise provided therein) and except as otherwise provided in Section 3.4 4 of this Award Agreement, in order to be entitled to vesting payment with respect to any Performance AwardAwards, the Grantee you must be employed by the Company or an Affiliate on each applicable Vesting Date (as defined in Exhibit A); the Payment Date, provided that, to the extent payments pursuant to this Award Agreement are attributable to Dividend Equivalents (as defined in Section 2.3 of this Award Agreement6), such payments shall will be made in cash in accordance with Section 2.3 of this Award Agreementcash.

Performance-Based Right to Payment. The number of PSUs Shares that shall be issued pursuant to the Performance Award (as set forth in Exhibit A) shall be determined based on the Company's achievement of Performance Goals. Goals as set forth on Exhibit A. On the Determination Date, the Committee in its sole discretion shall determine whether and to what extent the Performance Goals as set forth on Exhibit A have been attained. Except as otherwise provided in Section 3.4 4 of this Award Agreement, the number payment of PSUs Shares with respect to the Grantee's your Performance Award shall be Awards is contingent on the attainment of the Performance Goals. Goals as set forth on Exhibit A. Accordingly, except as otherwise provided in Section 3.4 4 of this Award Agreement, the Grantee shall you will not become entitled to payment with respect to the Performance Award Awards subject to this Award Agreement unless and until the Committee determines that the Performance Goals set forth on Exhibit A have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, the Grantee you shall be entitled to the Performance payment of that portion of this Award as corresponds to the Performance Goals attained (as determined by the Committee in its sole discretion based on the formulae discretion) as set forth in on Exhibit A). A. Furthermore, pursuant to Section 2.4 of this Award Agreement 3 (except as otherwise provided therein) and except as otherwise provided in Section 3.4 4 of this Award Agreement, in order to be entitled to vesting payment with respect to any Performance AwardAwards, the Grantee you must be employed by the Company or an Affiliate on each applicable Vesting Date (as defined in Exhibit A); provided that, to the extent payments pursuant to this Award Agreement are attributable to Dividend Equivalents (as defined in Section 2.3 of this Award Agreement), such payments shall be made in cash in accordance with Section 2.3 of this Award AgreementPayment Date.

Performance-Based Right to Payment. The number of PSUs that shall be issued pursuant to the Performance Award (as set forth in Exhibit A) shall be determined based on the Company's achievement of Performance Goals. On the Determination Date, the Committee in its sole discretion shall determine whether and to what extent the Performance Goals as set forth on Exhibit A have been attained. Except as otherwise provided in Section 3.4 of this Award Agreement, the number of PSUs with respect to the Grantee's Performance Award shall be contingent on the attainment of the Performance Goals. Accordingly, except as otherwise provided in Section 3.4 of this Award Agreement, the Grantee shall not become entitled to the Performance Award subject to this Award Agreement unless and until the Committee determines that the Performance Goals have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, the Grantee shall be entitled to the Performance Award as corresponds to the Performance Goals attained (as determined by the Committee in its sole discretion based on the formulae set forth in Exhibit A). Furthermore, pursuant to Section 2.4 of this Award Agreement (except as otherwise provided therein) and except as otherwise provided in Section 3.4 of this Award Agreement, in order to be entitled to vesting with respect to any Performance Award, the Grantee must be employed by the Company or an Affiliate on each applicable Vesting Date (as defined in Exhibit A)Date; provided that, to the extent payments pursuant to this Award Agreement are attributable to Dividend Equivalents (as defined in Section 2.3 of this Award Agreement), such payments shall be made in cash in accordance with Section 2.3 of this Award Agreement.

Performance-Based Right to Payment. The number of PSUs Shares that shall be issued pursuant to the Performance Award (as set forth in Exhibit A) shall be determined based on the Company's ’s achievement of Performance Goals. Goals as set forth on Exhibit A. On the Determination Date, the Committee in its sole discretion shall determine whether and you are entitled to what extent payment with respect to all or a portion of your Performance Awards subject to this Award Agreement. Except as otherwise provided in the Employment Agreement or Section 3(b) of this Award Agreement, the payment of Shares with respect to your Performance Awards is contingent on the attainment of the Performance Goals as set forth on Exhibit A have been attained. Except as A. Accordingly, unless otherwise provided in the Employment Agreement or Section 3.4 3(b) of this Award Agreement, the number of PSUs you will not become entitled to payment with respect to the Grantee's Performance Award shall be contingent on the attainment of the Performance Goals. Accordingly, except as otherwise provided in Section 3.4 of this Award Agreement, the Grantee shall not become entitled to the Performance Award Awards subject to this Award Agreement unless and until the Committee determines that the Performance Goals have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the Grantee shall be entitled right to payment of that percentage of the Performance target amount of this Award as corresponds to the Performance Goals attained (as determined by the Committee in its sole discretion based on the formulae set forth in on Exhibit A). A. Furthermore, pursuant to Section 2.4 4 of this Award Agreement (except as otherwise provided therein) and except as otherwise provided in the Employment Agreement or Section 3.4 3(b) of this Award Agreement, in order to be entitled to vesting payment with respect to any Performance AwardAwards, the Grantee you must be employed by the Company or an Affiliate on each applicable Vesting Date (as defined in Exhibit A); provided thatOctober 31, to the extent payments pursuant to this Award Agreement are attributable to Dividend Equivalents (as defined in Section 2.3 of this Award Agreement), such payments shall be made in cash in accordance with Section 2.3 of this Award Agreement2011.

Performance-Based Right to Payment. The number of PSUs Shares that shall be issued pursuant to the Performance Award (as set forth in Exhibit A) shall be determined based on the Company's ’s achievement of Performance Goals. Goals as set forth on Exhibit A. On the Determination Date, the Committee in its sole discretion shall determine whether and to what extent the Performance Goals as set forth on Exhibit A have been attained. Except as otherwise provided in Section 3.4 4 of this Award Agreement, the number payment of PSUs Shares with respect to the Grantee's your Performance Award shall be Awards is contingent on the attainment of the Performance Goals. Goals as set forth on Exhibit A. Accordingly, except as otherwise provided in Section 3.4 4 of this Award Agreement, the Grantee shall you will not become entitled to payment with respect to the Performance Award Awards subject to this Award Agreement unless and until the Committee determines that the Performance Goals set forth on Exhibit A have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, the Grantee you shall be entitled to the Performance payment of that portion of this Award as corresponds to the Performance Goals attained (as determined by the Committee in its sole discretion based on the formulae discretion) as set forth in on Exhibit A). A. Furthermore, pursuant to Section 2.4 of this Award Agreement 3 (except as otherwise provided therein) and except as otherwise provided in Section 3.4 4 of this Award Agreement, in order to be entitled to vesting payment with respect to any Performance AwardAwards, the Grantee you must be employed by the Company or an Affiliate on each applicable Vesting Date (as defined in Exhibit A); provided that, to the extent payments pursuant to this Award Agreement are attributable to Dividend Equivalents (as defined in Section 2.3 of this Award Agreement), such payments shall be made in cash in accordance with Section 2.3 of this Award AgreementPayment Date.