Common use of Performance-Based RSUs Clause in Contracts

Performance-Based RSUs. The remaining fifty percent (50%) of the RSUs shall be “Performance-Based RSUs” and shall vest on the dates set forth below (each, a “Performance Vesting Date”) in accordance with the following schedule: (i) Sixty percent (60%) of the Performance-Based RSUs will vest on March 31, 2014 if the Participant remains in continuous employment with the Company from the Grant Date to March 31, 2014 and the performance goals established by the Committee for the Company’s 2013 fiscal year (the “2013 Performance Year”) are fully achieved; and (ii) Forty percent (40%) of the Performance-Based RSUs will vest on March 31, 2015 if the Participant remains in continuous employment with the Company from the Grant Date to March 31, 2015 and the performance goals established by the Committee for the Company’s 2014 fiscal year (the “2014 Performance Year”) are fully achieved. The Committee shall in its sole discretion establish the performance goals for a fiscal year (a “Performance Year”), and also may provide for vesting of less than the full number of RSUs eligible to vest for such Performance Year based on lower levels of performance goal achievement for that Performance Year. The Committee shall establish the performance goals for the 2013 Performance Year and the 2014 Performance Year as soon as practicable following the first day of each such Performance Year. The Committee shall determine the number of RSUs that may vest for a particular Performance Year, contingent upon the Participant’s continued employment with the Company through March 31st of the year following the applicable Performance Year, after the Audit Committee of the Board has completed its final review of the Company’s audited financial statement for such Performance Year. Notwithstanding the vesting schedule described above, if any Performance-Based RSUs do not vest on March 31, 2014 solely because the performance goals for the 2013 Performance Year were not fully achieved, such Performance-Based RSUs will not be forfeited, but will remain outstanding and shall be eligible to vest March 31, 2015 if the Participant remains in continuous employment with the Company to March 15, 2015 and to the extent that the performance goals established by the Committee for the 2014 Performance Year ending are achieved. Except as otherwise specifically provided in this Agreement, unvested Performance-Based RSUs shall be forfeited upon the Participant’s termination of employment; provided, however, that if the Participant’s employment terminates after March 31st following the end of a Performance Year but before the Committee has determined the extent to which the performance goals for such Performance Year have been met, unvested Performance-Based RSUs shall not be forfeited until the Committee has made its determination of performance goal achievement for that Performance Year. In addition, the Participant shall forfeit all remaining unvested Performance-Based RSUs that do not vest based on the achievement of the performance goals for the 2014 Performance Year.

Performance-Based RSUs. The remaining fifty percent one-million five hundred thousand (50%1,500,000) of the RSUs shall be “Performance-Based RSUs” and shall vest on the dates set forth below (each, a “Performance Vesting Date”) in accordance with the following schedule: (i) Sixty percent (60%) of the Performance-Based 250,000 RSUs will vest on March December 31, 2014 2012 if the Participant Executive remains in continuous employment with the Company from the Grant Date to March 31, 2014 that date and the performance goals established by the Board (or the Compensation Committee of the Board (the “Committee”)) for the Company’s 2013 fiscal year ending in 2012 (the “2012 Performance Year”) are fully achieved; (ii) 625,000 RSUs will vest on December 31, 2013 if the Executive remains in continuous employment with the Company from the Grant Date to that date and the performance goals established by the Board (or the Committee) for the Company’s fiscal year ending in 2013 (the “2013 Performance Year”) are fully achieved; and (iiiii) Forty percent (40%) of the Performance-Based 625,000 RSUs will vest on March December 31, 2015 2014 if the Participant Executive remains in continuous employment with the Company from the Grant Date to March 31, 2015 that date and the performance goals established by the Committee Board (or the Committee) for the Company’s 2014 fiscal year ending in 2014 (the “2014 Performance Year”) are fully achieved. The Committee Board (or the Committee) shall in its sole discretion establish the performance goals for a fiscal year (a “Performance Year”), and also may provide for vesting of less than the full number of RSUs eligible to vest for such Performance Year based on lower levels of performance goal achievement for that Performance Year. The Committee Board (or the Committee) shall establish the performance goals for the 2013 Performance Year and the 2014 Performance Year as soon as practicable following the first day of each such Performance Year, and shall establish the performance goals for the 2012 Performance Year by no later than the Grant Date. The Committee Board (or the Committee) shall determine the number of RSUs that may vest have vested for a particular Performance Year, contingent upon the Participant’s continued employment with the Company through March 31st of the year following the applicable Performance Year, Year after the Audit Committee of the Board has completed its final review of the Company’s audited financial statement for such Performance Year. Notwithstanding the vesting schedule described above, if any Performance-Based RSUs do not vest on March 31, 2014 their assigned Performance Vesting Date solely because the performance goals for the 2013 Performance Year were not fully achieved, such Performance-Based RSUs will not be forfeited, but will remain outstanding and shall be eligible to vest March 31on any following Performance Vesting Date (each, 2015 a “Following Vesting Date”) if the Participant Executive remains in continuous employment with the Company to March 15, 2015 the Following Vesting Date and to the extent that the performance goals established by the Committee Board (or the Committee) for the 2014 Performance Year ending with or immediately before the Following Vesting Date are achieved. Except as otherwise specifically provided in this Agreement and the Employment Agreement, unvested Performance-Based RSUs shall be forfeited upon the ParticipantExecutive’s termination of employment; provided, however, that if the ParticipantExecutive’s employment terminates after March 31st following the end of a Performance Year but before the Committee Board (or the Committee) has determined the extent to which the performance goals for such Performance Year have been met, unvested Performance-Based RSUs shall not be forfeited until the Committee Board (or the Committee) has made its determination of performance goal achievement for that Performance Year. In addition, the Participant Executive shall forfeit all remaining unvested Performance-Based RSUs that do not vest based on the achievement of the performance goals for the 2014 Performance Year.

Performance-Based RSUs. The remaining fifty percent (50%) of the RSUs shall be “Performance-Based RSUs” and shall vest on the dates set forth below (each, a “Performance Vesting Date”) in accordance with the following schedule: (i) Sixty percent (60%) vesting of the Performance-Based RSUs will vest be determined based on March 31, 2014 if the Participant remains in continuous employment with the Company from the Grant Date to March 31, 2014 and the performance goals established by the Committee for the Company’s 2013 fiscal total shareholder return (“TSR”) relative to the total shareholder return of the S&P Midcap 400 Index, in each case for the three-year period commencing on [______] and ending on [______] (or, if applicable under Section 2(c) below, ending on the date of a Change in Control) (the “2013 Performance YearPeriod”) are fully achieved; and). (iii) Forty percent (40%) A number of Performance-Based RSUs determined in accordance with the table below will vest and become non-forfeitable on the last day of the Performance Period; provided that, unless otherwise provided in the Participant’s employment agreement, the vesting of any Performance-Based RSUs will vest on March 31, 2015 if the Participant remains in continuous employment with the Company from the Grant Date to March 31, 2015 and the performance goals established by the Committee for the Company’s 2014 fiscal year (the “2014 Performance Year”) are fully achieved. The Committee shall in its sole discretion establish the performance goals for a fiscal year (a “Performance Year”), and also may provide for vesting of less than the full number of RSUs eligible to vest for such Performance Year based on lower levels of performance goal achievement for that Performance Year. The Committee shall establish the performance goals for the 2013 Performance Year and the 2014 Performance Year as soon as practicable following the first day of each such Performance Year. The Committee shall determine the number of RSUs that may vest for a particular Performance Year, contingent upon require the Participant’s continued employment continuous service with the Company through March 31st the last day of the year following Performance Period: Performance Level Company TSR for the applicable Performance Year, after the Audit Committee Period % of the Board has completed its final review Target Number of the Company’s audited financial statement for such Performance Year. Notwithstanding the vesting schedule described above, if any Performance-Based RSUs do not vest on March 31, 2014 solely because Vesting (ii) If the performance goals Company’s TSR for the 2013 Performance Year were not fully achieved, such Performance-Based RSUs will not be forfeitedPeriod is above the Threshold and below the Maximum performance level, but will remain outstanding and shall be eligible is not precisely equal to vest March 31, 2015 if a performance level shown in the Participant remains in continuous employment with the Company to March 15, 2015 and to the extent that the performance goals established by the Committee for the 2014 Performance Year ending are achieved. Except as otherwise specifically provided in this Agreement, unvested Performance-Based RSUs shall be forfeited upon the Participant’s termination of employment; provided, however, that if the Participant’s employment terminates after March 31st following the end of a Performance Year but before the Committee has determined the extent to which the performance goals for such Performance Year have been met, unvested Performance-Based RSUs shall not be forfeited until the Committee has made its determination of performance goal achievement for that Performance Year. In additiontable above, the Participant shall forfeit all remaining unvested number of Performance-Based RSUs that do vest will be determined based upon linear interpolation between the next higher and lower performance levels shown in the table above. Notwithstanding the foregoing, if the Company’s TSR for the Performance Period is a negative number, the number of Performance-Based RSUs vesting will not vest exceed the target number of Performance-Based RSUs. (iii) For purposes of this Agreement, in calculating the TSR for both the Company and the S&P Midcap 400 Index (i) dividends will be deemed reinvested, (ii) the opening values will be determined based on the achievement average of the performance goals closing prices for the 2014 twenty trading days immediately preceding the Performance YearPeriod, and (iii) the ending values will be determined based on the average of the closing prices for the last twenty trading days of the Performance Period. (iv) All determinations relevant to the administration of this Award (including, without limitation, the calculation of TSR and the number of Performance-Based RSUs vesting) will be made by the Committee, whose determinations will be final and binding on all parties.

Performance-Based RSUs. The remaining fifty percent (50%) of the RSUs shall be “Performance-Based RSUs” and shall vest on the dates set forth below (each, a “Performance Vesting Date”) in accordance with the following schedule: (i) Sixty Twenty percent (6020%) of the Performance-Based RSUs will vest on March 31, 2013 if the Participant remains in continuous employment with the Company from the Grant Date to that date and the performance goals established by the Committee for the Company’s 2012 fiscal year (the “2012 Performance Year”) are fully achieved; (ii) Forty percent (40%) of the Performance-Based RSUs will vest on March 31, 2014 if the Participant remains in continuous employment with the Company from the Grant Date to March 31, 2014 that date and the performance goals established by the Committee for the Company’s 2013 fiscal year (the “2013 Performance Year”) are fully achieved; and (iiiii) Forty percent (40%) of the Performance-Based RSUs will vest on March 31, 2015 if the Participant remains in continuous employment with the Company from the Grant Date to March 31, 2015 that date and the performance goals established by the Committee for the Company’s 2014 fiscal year (the “2014 Performance Year”) are fully achieved. The Committee shall in its sole discretion establish the performance goals for a fiscal year (a “Performance Year”), and also may provide for vesting of less than the full number of RSUs eligible to vest for such Performance Year based on lower levels of performance goal achievement for that Performance Year. The Committee shall establish the performance goals for the 2013 Performance Year and the 2014 Performance Year as soon as practicable following the first day of each such Performance Year, and shall establish the performance goals for the 2012 Performance Year by no later than the Grant Date. The Committee shall determine the number of RSUs that may vest for a particular Performance Year, contingent upon the Participant’s continued employment with the Company through March 31st of the year following the applicable Performance Year, after the Audit Committee of the Board has completed its final review of the Company’s audited financial statement for such Performance Year. Notwithstanding the vesting schedule described above, if any Performance-Based RSUs do not vest on March 31, 2014 their assigned Performance Vesting Date solely because the performance goals for the 2013 Performance Year were not fully achieved, such Performance-Based RSUs will not be forfeited, but will remain outstanding and shall be eligible to vest March 31on any following Performance Vesting Date (each, 2015 a “Following Vesting Date”) if the Participant remains in continuous employment with the Company to March 15, 2015 the Following Vesting Date and to the extent that the performance goals established by the Committee for the 2014 Performance Year ending immediately before the Following Vesting Date are achieved. Except as otherwise specifically provided in this Agreement, unvested Performance-Based RSUs shall be forfeited upon the Participant’s termination of employment; provided, however, that if the Participant’s employment terminates after March 31st following the end of a Performance Year but before the Committee has determined the extent to which the performance goals for such Performance Year have been met, unvested Performance-Based RSUs shall not be forfeited until the Committee has made its determination of performance goal achievement for that Performance Year. In addition, the Participant shall forfeit all remaining unvested Performance-Based RSUs that do not vest based on the achievement of the performance goals for the 2014 Performance Year.