Common use of Performance-Based Vesting Clause in Contracts

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest as follows, subject to the Participant’s continued employment with the Company or any of its Subsidiaries through the date the PRSU vests and, as set forth in Section 3(a)(ii) hereof: (A) The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2015 fiscal year (the “2015 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance in the Company’s 2015 fiscal year as compared to the 2015 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2015 Metrics set forth on Exhibit “A,” a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance with respect to each of the two 2015 Metrics set forth on Exhibit “A,” and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2015 Metrics shown on Exhibit “A hereto. The determination of the actual performance against the 2015 Metrics shall be calculated separately for each of the 2015 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2015 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2015 Metrics shall be calculated after the end of the Company’s 2015 fiscal year based on the Company’s performance. If the Company’s actual 2015 performance is below the Threshold level of performance with respect to both of the 2015 Metrics set forth on Exhibit “A”, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 2015, without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.

Performance-Based Vesting. All of (a) Appendix A attached hereto and incorporated herein by this reference sets forth the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereofPerformance Period, the PRSUs shall conditionally vest as follows, subject target performance levels for each Performance Goal in each Performance Period and the number of Units allocated to the Participant’s continued employment with the Company or any of its Subsidiaries through the date the PRSU vests and, as set forth each Performance Goal in Section 3(a)(ii) hereof: (A) The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2015 fiscal year (the “2015 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this AgreementPerformance Period. (Bb) For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance in the Company’s 2015 fiscal year as compared to the 2015 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder The Units shall vest based on the achievement extent to which each Performance Goal in each Performance Period set forth in Appendix A is achieved or exceeded, subject to the following provisions which shall be determined separately for each Performance Goal identified on Appendix A (in each case rounded if necessary to the nearest whole number of Units): (i) If for a Performance Period and Performance Goal, actual results divided by the applicable target level of performance for the Performance Goal (the percentage thus derived to be called “Actual Performance”) is equal to or greater than the threshold level of performance as shown on the performance scale on Appendix A (“Threshold Performance”) but less than the target level of performance shown on the performance scale (“Target level Performance”) , the percentage of Units allocated to that Performance Period that vest will be equal to the value on the vesting scale provided on Appendix A that corresponds to Actual Performance on the performance scale. The percentage vested will be interpolated from the corresponding values on the vesting scale provided on Appendix A if Actual Performance is between specific values on the performance scale. (ii) If for a Performance Period and Performance Goal, Actual Performance is less than Threshold Performance as shown in Appendix A, the Grantee will not earn any vested interest in Units allocated for award in such Performance Period with respect to each of the two 2015 Metrics set forth on Exhibit “A,” a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance applicable Performance Goal. (iii) If Actual Performance is greater than Target Performance, vesting with respect to each the Applicable Performance Goal will equal the maximum vesting amount provided on Appendix A for that Performance Goal. (c) The Units shall vest and be settled, subject to Section 3.5 of the two 2015 Metrics set forth Plan related to deferred settlement, on Exhibit “A,” and a the date that the Committee certifies whether the applicable Performance Goals have been achieved and, if applicable, the number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2015 Metrics shown on Exhibit “A hereto. The determination of the actual performance against the 2015 Metrics shall be calculated separately for each of the 2015 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2015 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2015 Metrics shall be calculated after the end of the Company’s 2015 fiscal year based on the Company’s performance. If the Company’s actual 2015 performance is below the Threshold level of performance with respect to both of the 2015 Metrics set forth on Exhibit “A”, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 2015, without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully Units vested in accordance with Sections 3(a)(iiSection 4.3(b) of the Plan (subject to any decision by the Committee to reduce the vested percentage of one or more Participants that would otherwise be earned as provided in Section 4.3(c) of the Plan); provided that, 3(b) and 3(c) hereofif necessary to comply with Section 409A of the Code, the settlement date for the Participant’s vested Units shall be April 15, 2012.

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest as follows, subject to the Participant’s continued employment with the Company or any of its Subsidiaries through the date the PRSU vests and, as set forth in Section 3(a)(ii) hereof: (A) The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2015 2016 fiscal year (the “2015 2016 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance in the Company’s 2015 2016 fiscal year as compared to the 2015 2016 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2015 2016 Metrics set forth on Exhibit “A,” ”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance with respect to each of the two 2015 2016 Metrics set forth on Exhibit “A,” ”, and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2015 2016 Metrics shown on Exhibit “A A” hereto. The determination of the actual performance against the 2015 2016 Metrics shall be calculated separately for each of the 2015 2016 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2015 2016 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2015 2016 Metrics shall be calculated after the end of the Company’s 2015 2016 fiscal year based on the Company’s performance. If the Company’s actual 2015 2016 performance is below the Threshold level of performance with respect to both of the 2015 2016 Metrics set forth on Exhibit “A”, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 20152016, without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest as follows, subject to the Participant’s continued employment with the Company or any of its Subsidiaries through the date the PRSU vests and, as set forth in Section 3(a)(ii) hereof: (A) The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2015 [Insert Date] fiscal year (the “2015 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance in the Company’s 2015 [Insert Date] fiscal year as compared to the 2015 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2015 Metrics set forth on Exhibit “A,” ”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance with respect to each of the two 2015 Metrics set forth on Exhibit “A,” ”, and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2015 Metrics shown on Exhibit “A A” hereto. The determination of the actual performance against the 2015 Metrics shall be calculated separately for each of the 2015 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2015 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2015 Metrics shall be calculated after the end of the Company’s 2015 [Insert Date] fiscal year based on the Company’s performance. If the Company’s actual 2015 [Insert Date] performance is below the Threshold level of performance with respect to both of the 2015 Metrics set forth on Exhibit “A”, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 2015[Insert Date], without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions condition under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest satisfy the performance-based vesting condition as follows, subject to the Participant’s continued employment with the Company or any of its Subsidiaries through the date the PRSU vests and, as set forth in Section 3(a)(ii) hereof: (A) The PRSUs granted hereunder shall conditionally vest satisfy the performance-based vesting condition based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2015 2025 fiscal year for the Absolute Net Sales achievement performance metric and with respect to a performance period commencing on January 1, 2023 and ending on December 31, 2025 for the Relative TSR performance metric (collectively, the “2015 Metrics”), each of which shall be Metrics is weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest will satisfy the performance-based vesting condition in accordance with the foregoing provisions, the number of PRSUs that vest will satisfy the performance-based vesting condition shall be determined based on the Company’s actual performance in during the Company’s 2015 fiscal year applicable performance period as compared to the 2015 Metricsapplicable Metric. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest satisfy the performance-based vesting condition based on the achievement of Target level performance with respect to each of the two 2015 Metrics set forth on Exhibit “A,” ”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest satisfy the performance-based vesting condition based on the achievement of the Threshold level of performance with respect to each of the two 2015 Metrics set forth on Exhibit “A,” ”, and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest satisfy the performance-based vesting condition based on the achievement of the Maximum level of performance with respect to each of the two 2015 Metrics shown on Exhibit “A A” hereto. The determination of the actual performance against the 2015 Metrics shall be calculated separately for each of the 2015 Metrics. The number of PSRUs that vest satisfy the performance-based vesting condition for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2015 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2015 Metrics shall be calculated after the end of the Company’s 2015 2025 fiscal year based on the Company’s performanceperformance over the applicable performance period. If the Company’s actual 2015 performance is below the Threshold level of performance with respect to both of the 2015 Metrics set forth on Exhibit “A”, no PRSUs will conditionally vestsatisfy the performance-based vesting condition. PRSUs that do not become conditionally vested satisfy the performance-based vesting condition based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 20152025, without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions condition under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest (i.e., satisfy the performance-based vesting conditions) as follows, subject to the Participant’s continued employment with the Company or any of its Subsidiaries through the date the PRSU vests and, as set forth in Section 3(a)(ii) hereof: (A) The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2015 [Insert Date] fiscal year (the “2015 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance in the Company’s 2015 [Insert Date] fiscal year as compared to the 2015 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2015 Metrics set forth on Exhibit “A,” ”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance with respect to each of the two 2015 Metrics set forth on Exhibit “A,” ”, and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2015 Metrics shown on Exhibit “A A” hereto. The determination of the actual performance against the 2015 Metrics shall be calculated separately for each of the 2015 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2015 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2015 Metrics shall be calculated after the end of the Company’s 2015 [Insert Date] fiscal year based on the Company’s performance. If the Company’s actual 2015 [Insert Date] performance is below the Threshold level of performance with respect to both of the 2015 Metrics set forth on Exhibit “A”, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 2015[Insert Date], without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions condition under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest (i.e., satisfy the performance-based vesting conditions) as follows, subject to the Participant’s continued employment with the Company or any of its Subsidiaries through the date the PRSU vests and, as set forth in Section 3(a)(ii) hereof: (A) The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2015 [____], [____] and [____] fiscal year years (the “2015 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance year-over-year improvement in each of the Company’s 2015 three (3) consecutive fiscal year years, specifically [____], [____] and [____], as compared to the 2015 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2015 Metrics set forth on Exhibit “A,” ”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance with respect to each of the two 2015 Metrics set forth on Exhibit “A,” ”, and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2015 Metrics shown on Exhibit “A A” hereto. The determination of the actual performance against the 2015 Metrics shall be calculated separately for each of the 2015 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2015 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2015 Metrics shall be calculated after the end of the Company’s 2015 [____], [____] and [____] fiscal year years based on the Company’s performanceperformance in that fiscal year versus the prior year’s results. At the conclusion of the three (3)-year period, the final performance achievement for each of the two Metrics for purposes of determining the number of PRSUs, if any, that will vest will be determined by calculating the simple arithmetic average of the three (3) fiscal year performance results versus the year-over-year improvement targets, rounded to one decimal place. If the Company’s actual 2015 performance is below the Threshold level of performance with respect to both of the 2015 Metrics set forth on Exhibit “A”” for each of the three (3) fiscal years, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 2015[_____], without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions condition under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest (i.e., satisfy the performance-based vesting conditions) as follows, subject to the Participant’s continued employment with the Company or any of its Subsidiaries through the date the PRSU vests and, as set forth in Section 3(a)(ii) hereof: (A) The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2015 [____], [____] and [____] fiscal year years (the “2015 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance year-over-year improvement in each of the Company’s 2015 three consecutive fiscal year years, specifically [____], [____] and [____], as compared to the 2015 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2015 Metrics set forth on Exhibit “A,” ”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance with respect to each of the two 2015 Metrics set forth on Exhibit “A,” ”, and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2015 Metrics shown on Exhibit “A A” hereto. The determination of the actual performance against the 2015 Metrics shall be calculated separately for each of the 2015 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2015 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2015 Metrics shall be calculated after the end of the Company’s 2015 [____], [____] and {____] fiscal year years based on the Company’s performanceperformance in that fiscal year versus the prior year’s results. At the conclusion of the 3-year period, the final performance achievement for each of the two Metrics for purposes of determining the number of PRSUs, if any, that will vest will be determined by calculating the simple arithmetic average of the three fiscal year performance results versus the year-over-year improvement targets, rounded to one decimal place. If the Company’s actual 2015 performance is below the Threshold level of performance with respect to both of the 2015 Metrics set forth on Exhibit “A”” for each of the three fiscal years, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31February [__], 2015{____], without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.