Common use of Performance-Based Stock Units Clause in Contracts

Performance-Based Stock Units. In accordance with the approval of the Compensation, Nominating and Governance Committee (the "CNG Committee") of even date herewith and subject to the terms and conditions of the Amended and Restated 1994 Equity Incentive Plan (the “Plan”) and the Stock Unit Agreement that the Company shall provide to Executive (which shall be substantially in the form attached as Exhibit B to this Second Amendment), and in addition to any other equity awards for which Executive may be eligible, the CN&G Committee hereby grants to Executive 120,000 common stock units (the "Performance-Based Stock Units"), which shall vest upon the Company's achievement of one or more of the milestones set forth on Exhibit A to this Second Amendment. Executive must be employed by the Company as of the date that a milestone is achieved to be entitled to the vesting of the Performance-Based Stock Units associated with that milestone. Notwithstanding the foregoing, if there is (i) a Change of Control as defined in Section 6 of the Employment Agreement, and (ii) the Company terminates Executive’s employment without Cause (as defined in Section 5.2 of the Employment Agreement), or is deemed to terminate Executive’s employment without Cause, within the period commencing three months prior to the latest possible date of a Change of Control and ending one year after the latest possible date of a Change of Control, then the Severance Package set forth in Section 5.1.1 of the Employment Agreement shall, to the extent not previously vested or paid, incrementally include 120,000 Performance-Based Stock Units, which shall vest on the Termination Date without regard to the milestones set forth on Exhibit A, provided that Executive satisfies all conditions precedent to receiving the Severance Package as set forth in Section 5.1.1 of the Agreement. For avoidance of doubt, a termination without Cause occurring during within the period commencing three months prior to the latest possible date of a Change of Control and ending one year after the latest possible date of a Change of Control shall include a Deemed Termination as that term is defined in Section 5.1.2 of the Employment Agreement. Payment of the Performance-Based Stock Units as part of the Severance Package shall cancel this award.

Performance-Based Stock Units. In accordance with the approval of the Compensation, Nominating and Governance Committee (the "CNG Committee") of even date herewith and subject to the terms and conditions of the Amended and Restated 1994 Equity Incentive Plan (the “Plan”) and the Stock Unit Agreement that the Company shall provide to Executive (which shall be substantially in the form attached as Exhibit B to this Second Third Amendment), and in addition to any other equity awards for which Executive may be eligible, the CN&G Committee hereby grants to Executive 120,000 125,000 common stock units (the "Performance-Based Stock Units"), which shall vest upon based on the Company's achievement of one or more of the milestones set forth on Exhibit A to this Second Third Amendment. Executive must be employed by the Company as of the date that a the milestone is achieved to be entitled to the vesting of the Performance-Based Stock Units associated with that milestoneUnits. Notwithstanding the foregoing, if there is (i) there is a Change of Control as defined in Section 6 of the Employment Agreement, and (ii) the Company terminates Executive’s employment without Cause (as defined in Section 5.2 of the Employment Agreement), or is deemed to terminate Executive’s employment without Cause, within the period commencing three months prior to the latest possible date of a Change of Control and ending one year after the latest possible date of a Change of Control, then the Severance Package set forth in Section 5.1.1 of the Employment Agreement shall, to the extent not previously vested or paid, incrementally include 120,000 125,000 Performance-Based Stock Units, which shall vest on the Termination Date without regard to the milestones set forth on Exhibit A, provided that Executive satisfies all conditions precedent to receiving the Severance Package as set forth in Section 5.1.1 of the Employment Agreement. For avoidance of doubt, a termination without Cause occurring during within the period commencing three months prior to the latest possible date of a Change of Control and ending one year after the latest possible date of a Change of Control shall include a Deemed Termination as that term is defined in Section 5.1.2 of the Employment Agreement. Payment of the Performance-Based Stock Units as part of the Severance Package shall cancel this award.

Performance-Based Stock Units. In accordance with During the approval Term of Employment, the CompensationExecutive shall receive an annual grant of performance-based Stock Units, Nominating and Governance Committee providing a contingent right to receive shares of Common Stock (as defined in the "CNG Committee") Stock Incentive Plan), conditioned upon the Corporation's achievement of even date herewith performance metrics described in this Section 5.3, under the Stock Incentive Plan and subject to the terms of this Agreement and conditions a separate performance-based stock unit agreement which shall be executed by the Executive and the Corporation in substantially the form of the Amended and Restated 1994 Equity Incentive Plan Exhibit A hereto (the “Plan”) and the Stock Unit Agreement that the Company shall provide to Executive (which shall be substantially in the form attached as Exhibit B to this Second Amendment), and in addition to any other equity awards for which Executive may be eligible, the CN&G Committee hereby grants to Executive 120,000 common stock units (the "Performance-Based Stock Unit Agreement”). Such Stock Units are also referred to as “Performance Units"” for purposes of this Agreement. (a) Each annual Performance Unit grant shall performance vest over three consecutive fiscal years, each year an individual performance measurement period, and shall time vest and become fully vested at the end of the fiscal three-year performance period. The Performance Units earned by the Executive shall be determined by the Corporation’s financial performance for each of the three fiscal year periods measured year over year utilizing three Performance Metrics. (b) For purposes of the Performance Unit grant for each fiscal year, within 90 days following the commencement of that fiscal year, the Compensation Committee of the Board (the “Compensation Committee”), which shall vest upon subject to review and ratification by the Company's achievement Board, will set and establish: (i) three Performance Metrics, (ii) the weighting of one or more each Performance Metric as it relates to the total Performance Unit opportunity, (iii) the weighting of each of the milestones set forth on Exhibit A three years as it relates to this Second Amendment. Executive must the total Performance Unit opportunity and (iv) a Target level of performance along with a Threshold level and Maximum level for each Performance Metric. (c) The value of the Performance Units granted at each level of performance will be employed expressed as a percentage of the Executive’s annual Base Salary rate as follows: Performance Unit Achievement Level Value of Performance Unit Grant as a Percentage of Base Salary Performance Unit Grant Value Threshold 65% $747,500 Target 105% $1,207,500 Maximum 145% $1,667,500 (d) The number of Performance Units granted at each performance achievement level shall be determined by dividing the Performance Unit grant value at each of the Target, Threshold and Maximum performance achievement levels by the Company fair market value of the Performance Unit on the date of the grant. (e) For each grant of Performance Units, the amount of the grant that will be earned will be determined by reference to the achievement by the Corporation in attaining the Performance Metric goals for each of the three fiscal years. (f) If the Target level of performance for each of the Performance Metrics is achieved for each of the three years, 100% of the Target level Performance Units will performance vest. (g) If the Maximum level of performance for each of the Performance Metrics is achieved or exceeded for each of the three years, 100% of the Maximum level Performance Units will performance vest. (h) If the Threshold level of performance for each of the Performance Metrics is not achieved in any of the three fiscal years, then no Performance Units will performance vest. (i) If one Performance Metric does not reach the Threshold performance level in a performance measurement period, a partial number of Performance Units may still performance vest if another Performance Metric meets or exceeds the Threshold performance level in such period. (j) If the actual performance achieved for a Performance Metric is between the minimum Threshold and the Target, or the Target and the Maximum levels of performance, the specific amount of the Performance Units earned, weighted for each Performance Metric, will be linearly interpolated on a straight line basis based on actual performance, interpolated linearly either between the Threshold or Maximum level of performance as the case may be and the Target, and then utilizing that same percentile, interpolated linearly either between the Threshold and the Target number of Performance Units or the Target and the Maximum number of Performance Units. (k) The number of shares of Common Stock issuable in respect of each Performance Unit as of the date that of this Agreement is one share and the aggregate number of shares of Common Stock issuable with respect to a milestone grant of Performance Units under this Agreement for any fiscal year is achieved to specified as of the date of this Agreement. Such number or numbers of shares shall be entitled adjusted for stock dividends, stock splits, reclassifications, recapitalizations and similar events in respect of the Common Stock occurring after the date of this Agreement. (l) Notwithstanding the foregoing provisions of this Section 5.3, if the Corporation effects a major acquisition which acquisition constitutes a change of ownership or control of the Corporation within the meaning of Treas. Reg. Section 1.162-27(e)(2)(v) during any fiscal year, the Executive and the Corporation shall negotiate in good faith an appropriate revision to the vesting threshold amount set forth in this Section 5.3 to implement the purpose of the Performance-Based Stock Performance Units associated year such that the Performance Units may be payable even if the threshold amount is not achieved with respect to such fiscal year. However, in no event shall an acquisition or change in control be a Change in Control, unless the change in control is also a Change in Control pursuant to Section 1.18. (m) As soon as practicable after the end of each applicable fiscal year period the Corporation shall determine the number of Performance Units that milestone. Notwithstanding have performance vested and the foregoing, if there is Compensation Committee shall then certify in writing (i) a Change of Control as defined whether (and the extent to which) the Performance Metrics described in Section 6 5.3 of the Employment Agreement, this Agreement have been attained and (ii) the Company terminates Executive’s employment without Cause number of Performance Units earned for each grant in respect of such period. Under no circumstance may the amount of earned Performance Units be greater than the amount described in this Section 5.3. (n) The Performance Units earned (each of which would represent one share of Common Stock unless an adjustment is provided herein and the Stock Incentive Plan and which would be paid by issuance of such Common Stock after such results are certified as defined in Section 5.2 provided herein) become “Fully Vested” at the end of the Employment Agreement), or is deemed fiscal three-year performance period. The shares of Common Stock underlying the Fully Vested Performance Units in respect of this Grant will then be issued upon the earlier to terminate Executive’s employment without Cause, within the period commencing three months prior to the latest possible date of a Change of Control and ending one year after the latest possible date of a Change of Control, then the Severance Package set forth in Section 5.1.1 occur of the Employment Agreement shall, to the extent not previously vested fifth business day following public filing or paid, incrementally include 120,000 Performance-Based Stock Units, which shall vest on the Termination Date without regard to the milestones set forth on Exhibit A, provided that Executive satisfies all conditions precedent to receiving the Severance Package as set forth in Section 5.1.1 disclosure of the Agreement. Corporation's audited consolidated financial statements for such fiscal year or the 120th day following the end of such fiscal year. (o) For the avoidance of doubt, (i) the Performance Unit applicable Performance Metrics and their respective Target, Threshold and Maximum performance levels for purposes of this Agreement may differ from the Annul Incentive Bonus Performance Metrics and their respective Target, Threshold and Maximum performance levels and the targets and goals implicit therein, (ii) the PSU Annual Target for purposes of this Agreement may differ from earnings or other forecasts, budgets or guidance provided by the Corporation to analysts, investors, rating agencies and other persons, (iii) the Performance Unit applicable Performance Metrics for purposes of this Agreement may differ from forecast or budgets considered or utilized internally by the Corporation, including for bonus, incentive or stock awards, (iv) the Performance Unit applicable Performance Metrics will not be presented, viewed or relied upon as a termination without Cause occurring during within forecast, projection or guidance by the period commencing three months prior Corporation or the Board, and (v) the Corporation will not, by virtue of this Agreement, be required to publicly disclose the Performance Unit applicable Performance Metrics, except as necessary to comply with applicable securities laws, rules and regulations. (p) Notwithstanding any provisions in this Agreement to the latest possible date of a Change of Control and ending one year after contrary, the latest possible date of a Change of Control shall include a Deemed Termination as that term is defined in Section 5.1.2 Executive's right to receive (or retain) any Performance Units or benefits of the Employment Agreement. Payment of Performance Units will be subject to “claw-back” or similar obligations set forth in Corporation policies duly approved by the Performance-Based Stock Units as part of Board and required by applicable laws and regulations (including by any securities exchange) from time to time applicable to the Severance Package shall cancel this awardCorporation and the Executive, and furthermore, will be subject to retention and restriction on sale, hedging, transfer or similar obligations in relation to Corporation executives set forth in Corporation policies duly approved by the Board.

Performance-Based Stock Units. Section 6 of the First Amendment is hereby replaced entirely with the following provision: “In accordance with the approval of the Compensation, Nominating and Governance Committee (the "CNG Committee") of even date herewith and subject to the terms and conditions of the Amended and Restated 1994 Equity Incentive Plan (the “Plan”) and the Stock Unit Agreement that the Company shall provide to Executive (which shall be substantially in the form attached as Exhibit B to this the Second Amendment), and in addition to any other equity awards for which Executive may be eligible, the CN&G CNG Committee hereby grants affirms the grant to Executive 120,000 of 390,000 common stock units (the "Performance-Based Stock Units"), which shall vest upon in two tranches based on the Company's achievement of one or more of the milestones set forth on Exhibit A to this Second Amendment. Executive must be employed by the Company as of the date that a each milestone is achieved to be entitled to the vesting of the Performance-Based Stock Units associated with that milestone. Notwithstanding the foregoing, if there is (i) a Change of Control as defined in Section 6 of the Employment Agreement, and (ii) the Company terminates Executive’s employment without Cause (as defined in Section 5.2 of the Employment Agreement), or is deemed to terminate Executive’s employment without Cause, within the period commencing three months prior to the latest possible date of a Change of Control and ending one year after the latest possible date of a Change of Control, then the Severance Package set forth in Section 5.1.1 of the Employment Agreement shall, to the extent not previously vested or paid, incrementally include 120,000 390,000 Performance-Based Stock Units, which shall vest on the Termination Date without regard to the milestones set forth on Exhibit A, provided that Executive satisfies all conditions precedent to receiving the Severance Package as set forth in Section 5.1.1 of the Employment Agreement. For avoidance of doubt, a termination without Cause occurring during within the period commencing three months prior to the latest possible date of a Change of Control and ending one year after the latest possible date of a Change of Control shall include a Deemed Termination as that term is defined in Section 5.1.2 of the Employment Agreement. Payment of the Performance-Based Stock Units as part of the Severance Package shall cancel this award.”