Common use of Performance-Based RSUs Clause in Contracts

Performance-Based RSUs. Subject to the Company achieving its Earnings Before Interest and Taxes target (the “Performance Target”) in the 12-month period ending on September 30th of each year during the four-year period following the Date of Grant (each such year a “Performance Period”), Performance-Based RSUs shall vest pursuant to the following terms and no longer be subject to cancellation pursuant to Section 5 or the transfer restrictions set forth in Section 7: (i) If the Company achieves or exceeds one hundred percent (100%) of the Performance Target over the applicable Performance Period, twenty-five percent (25%) of the Performance-Based RSUs shall vest on the applicable Anniversary Date. (ii) If the Company achieves ninety percent (90%) of the Performance Target over the applicable Performance Period, ten percent (10%) of the Performance-Based RSUs shall vest on the applicable Anniversary Date. (iii) If the Company achieves over ninety percent (90%) but less than one hundred percent (100%) of the Performance Target over the applicable Performance Period, between ten percent (10%) and twenty-five percent (25%) of the Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the applicable Anniversary Date. (iv) If the Company achieves less than ninety percent (90%) of the Performance Target over the applicable Performance Period, the Participant forfeits the amount of Performance-Based RSUs that would have vested on the applicable Anniversary Date. The applicable Performance Targets shall be established by the Committee in writing no later than 90 days after the commencement of the applicable Performance Period for purposes of Section 162(m) the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “Code”).

Performance-Based RSUs. For each twelve (12)-month period ending December 31, _______, _______ and _______, the Board of Directors will approve an annual return on equity target (each, an “Annual Performance Target”). Subject to the Company achieving its Earnings Before Interest and Taxes target such Annual Performance Targets, on an average basis over the three (3)-year period ending December 31, _______ (the “Performance Period” and such average attainment the “Total Performance Target”) in the 12-month period ending on September 30th of each year during the four-year period following the Date of Grant (each such year a “Performance Period”), the Performance-Based RSUs shall vest pursuant to the following terms and no longer be subject to cancellation pursuant to Section 5 4 or the transfer restrictions set forth in Section 77 hereof: (i) If the Company achieves or exceeds ninety percent (90%) of the Total Performance Target, one hundred percent (100%) of the Performance Target over the applicable Performance Period, twenty-five percent (25%) of the Performance-Based RSUs shall vest on the applicable Anniversary fourth anniversary of the Date of Grant (the “Performance Vesting Date”). (ii) If the Company achieves over eighty-five percent (85%) but less than ninety percent (90%) of the Total Performance Target over the applicable Performance PeriodTarget, ten between fifty percent (1050%) of the Performance-Based RSUs shall vest on the applicable Anniversary Date. (iii) If the Company achieves over ninety percent (90%) but less than and one hundred percent (100%) of the Performance Target over the applicable Performance Period, between ten percent (10%) and twenty-five percent (25%) of the Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the applicable Anniversary Performance Vesting Date. (iii) If the Company achieves eighty-five percent (85%) of the Total Performance Target, fifty percent (50%) of the Performance-Based RSUs shall vest on the Performance Vesting Date. (iv) If the Company achieves eighty percent (80%), or exceeds eighty percent (80%) but less than ninety eighty-five percent (9085%), of the Total Performance Target, between twenty-five percent (25%) and fifty percent (50%) of the Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the Performance Target over Vesting Date. (v) If the applicable Company achieves less than eighty percent (80%) of the Total Performance PeriodTarget, the Participant forfeits the amount of Performance-Based RSUs that would have vested on the applicable Anniversary Performance Vesting Date. The applicable Annual Performance Targets shall be established by the Committee in writing no later than 90 days after the commencement of each applicable year during the applicable Performance Period for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “Code”).

Performance-Based RSUs. For each twelve (12)-month period ending December 31, 20__, 20__ and 20__, the Board of Directors will approve an annual return on equity target (each, an “Annual Performance Target”). Subject to the Company achieving its Earnings Before Interest and Taxes target such Annual Performance Targets, on an average basis over the three (3)-year period ending December 31, 20__ (the “Performance Period” and such average attainment the “Total Performance Target”) in the 12-month period ending on September 30th of each year during the four-year period following the Date of Grant (each such year a “Performance Period”), the Performance-Based RSUs shall vest pursuant to the following terms and no longer be subject to cancellation pursuant to Section 5 4 or the transfer restrictions set forth in Section 77 hereof: (i) If the Company achieves or exceeds ninety percent (90%) of the Total Performance Target, one hundred percent (100%) of the Performance Target over the applicable Performance Period, twenty-five percent (25%) of the Performance-Based RSUs shall vest on the applicable Anniversary fourth anniversary of the Date of Grant (the “Performance Vesting Date”). (ii) If the Company achieves over eighty-five percent (85%) but less than ninety percent (90%) of the Total Performance Target over the applicable Performance PeriodTarget, ten between fifty percent (1050%) of the Performance-Based RSUs shall vest on the applicable Anniversary Date. (iii) If the Company achieves over ninety percent (90%) but less than and one hundred percent (100%) of the Performance Target over the applicable Performance Period, between ten percent (10%) and twenty-five percent (25%) of the Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the applicable Anniversary Performance Vesting Date. (iii) If the Company achieves eighty-five percent (85%) of the Total Performance Target, fifty percent (50%) of the Performance-Based RSUs shall vest on the Performance Vesting Date. (iv) If the Company achieves over eighty percent (80%) but less than ninety eighty-five percent (9085%) of the Total Performance Target over Target, between twenty-five percent (25%) and fifty percent (50%) of the applicable Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the Performance PeriodVesting Date. (v) If the Company achieves less than eighty percent (80%) of the Total Performance Target, the Participant forfeits the amount of Performance-Based RSUs that would have vested on the applicable Anniversary Performance Vesting Date. The applicable Annual Performance Targets shall be established by the Committee in writing no later than 90 days after the commencement of each applicable year during the applicable Performance Period for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “Code”).

Performance-Based RSUs. For each twelve (12)-month period ending December 31, 201x, 201x and 201x, the Board of Directors will approve an annual return on equity target (each, an “Annual Performance Target”). Subject to the Company achieving its Earnings Before Interest and Taxes target such Annual Performance Targets, on an average basis over the three (3)-year period ending December 31, 201x (the “Performance Period” and such average attainment the “Total Performance Target”) in the 12-month period ending on September 30th of each year during the four-year period following the Date of Grant (each such year a “Performance Period”), the Performance-Based RSUs shall vest pursuant to the following terms and no longer be subject to cancellation pursuant to Section 5 4 or the transfer restrictions set forth in Section 77 hereof: (i) If the Company achieves or exceeds ninety percent (90%) of the Total Performance Target, one hundred percent (100%) of the Performance Target over the applicable Performance Period, twenty-five percent (25%) of the Performance-Based RSUs shall vest on the applicable Anniversary fourth anniversary of the Date of Grant (the “Performance Vesting Date”). (ii) If the Company achieves over eighty-five percent (85%) but less than ninety percent (90%) of the Total Performance Target over the applicable Performance PeriodTarget, ten between fifty percent (1050%) of the Performance-Based RSUs shall vest on the applicable Anniversary Date. (iii) If the Company achieves over ninety percent (90%) but less than and one hundred percent (100%) of the Performance Target over the applicable Performance Period, between ten percent (10%) and twenty-five percent (25%) of the Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the applicable Anniversary Performance Vesting Date. (iii) If the Company achieves eighty-five percent (85%) of the Total Performance Target, fifty percent (50%) of the Performance-Based RSUs shall vest on the Performance Vesting Date. (iv) If the Company achieves over eighty percent (80%) but less than ninety eighty-five percent (9085%) of the Total Performance Target over Target, between twenty-five percent (25%) and fifty percent (50%) of the applicable Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the Performance PeriodVesting Date. (v) If the Company achieves less than eighty percent (80%) of the Total Performance Target, the Participant forfeits the amount of Performance-Based RSUs that would have vested on the applicable Anniversary Performance Vesting Date. The applicable Annual Performance Targets shall be established by the Committee in writing no later than 90 days after the commencement of each applicable year during the applicable Performance Period for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “Code”).

Performance-Based RSUs. For each twelve (12)-month period ending December 31, 2014, 2015 and 2016, the Board of Directors will approve an annual return on equity target (each, an “Annual Performance Target”). Subject to the Company achieving its Earnings Before Interest and Taxes target such Annual Performance Targets, on an average basis over the three (3)-year period ending December 31, 2016 (the “Performance Period” and such average attainment the “Total Performance Target”) in the 12-month period ending on September 30th of each year during the four-year period following the Date of Grant (each such year a “Performance Period”), the Performance-Based RSUs shall vest pursuant to the following terms and no longer be subject to cancellation pursuant to Section 5 4 or the transfer restrictions set forth in Section 77 hereof: (i) If the Company achieves or exceeds ninety percent (90%) of the Total Performance Target, one hundred percent (100%) of the Performance Target over the applicable Performance Period, twenty-five percent (25%) of the Performance-Based RSUs shall vest on the applicable Anniversary fourth anniversary of the Date of Grant (the “Performance Vesting Date”). (ii) If the Company achieves over eighty-five percent (85%) but less than ninety percent (90%) of the Total Performance Target over the applicable Performance PeriodTarget, ten between fifty percent (1050%) of the Performance-Based RSUs shall vest on the applicable Anniversary Date. (iii) If the Company achieves over ninety percent (90%) but less than and one hundred percent (100%) of the Performance Target over the applicable Performance Period, between ten percent (10%) and twenty-five percent (25%) of the Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the applicable Anniversary Performance Vesting Date. (iii) If the Company achieves eighty-five percent (85%) of the Total Performance Target, fifty percent (50%) of the Performance-Based RSUs shall vest on the Performance Vesting Date. (iv) If the Company achieves over eighty percent (80%) but less than ninety eighty-five percent (9085%) of the Total Performance Target over Target, between twenty-five percent (25%) and fifty percent (50%) of the applicable Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the Performance PeriodVesting Date. (v) If the Company achieves less than eighty percent (80%) of the Total Performance Target, the Participant forfeits the amount of Performance-Based RSUs that would have vested on the applicable Anniversary Performance Vesting Date. The applicable Annual Performance Targets shall be established by the Committee in writing no later than 90 days after the commencement of each applicable year during the applicable Performance Period for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “Code”).