Common use of Performance-Based Vesting Clause in Contracts

Performance-Based Vesting. Subject to applicable forfeiture provisions in the Stock Incentive Plan, the Performance-Based Vesting Option Shares shall upon the earlier to occur of (A) a Change of Control and (B) following an initial public offering; provided that in either case, the Performance-Based Vesting Option Shares shall vest in such event only if the Equity Value (as defined below) of a share of common stock in the Change of Control or after the initial public offering, as the case may be, equals at least 200% of the Base Price. Notwithstanding the foregoing, if a Change of Control occurs within the first year following the Transaction Closing Date (an “Early Change of Control”), then the Performance-Based Vesting Option Shares will vest on a straight line basis if the Equity Value in the Early Change of Control equals between 100% and 200% of the Base Price, such that zero Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is less than or equal to 100% of the Base Price, all of the Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is equal to or greater than 200% of the Base Price and the number of Performance-Based Vesting Option Shares that vest if the Equity Value in the Early Change of Control is between 100% and 200% of the Base Price shall be the total number of Performance-Based Vesting Option Shares multiplied by a fraction, the numerator of which shall be the percentage of Base Price represented by the Equity Value in the Early Change of Control minus 100% (such numerator not to exceed 100%) and the denominator of which shall be 100%. For purposes of this calculation, “Equity Value” shall be determined as follows: (i) in the event of a Change of Control, the Equity Value shall be determined at the time of the transaction constituting a Change of Control, and shall be equal to the aggregate amount of per share net proceeds (other than any taxes) of cash or readily marketable securities and the discounted expected value of any other deferred consideration (as determined in good faith by the Board) received or to be received by the holders of common stock of Parent Corporation in such transaction (including all shares issuable upon exercise of in-the-money options, whether or not exercisable) at the time of the Change of Control; and (ii) at any time after an initial public offering, the Equity Value shall be measured using the average trading price of the common stock of Parent Corporation over a consecutive thirty (30) day trading period. For the purposes of this paragraph (ii), “trading price” for a day shall mean the average of the high trading price and the low trading price for such day.

Performance-Based Vesting. Subject to applicable forfeiture provisions in (a) Appendix A attached hereto and incorporated herein by this reference sets forth the Stock Incentive PlanPerformance Period, the Performance-Based Vesting Option Shares shall upon target performance levels for each Performance Goal in each Performance Period and the earlier number of Units allocated to occur of each Performance Goal in each Performance Period. (Ab) a Change of Control and (B) following an initial public offering; provided that in either case, the Performance-Based Vesting Option Shares The Units shall vest based on the extent to which each Performance Goal in such event only 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 Equity Value nearest whole number of Units): (as defined belowi) If for a Performance Period and Performance Goal, actual results divided by the applicable target level of a share of common stock in performance for the Change of Control or after Performance Goal (the initial public offering, as the case may be, equals at least 200% of the Base Price. Notwithstanding the foregoing, if a Change of Control occurs within the first year following the Transaction Closing Date (an percentage thus derived to be called “Early Change of ControlActual Performance”), then the Performance-Based Vesting Option Shares will vest on a straight line basis if the Equity Value in the Early Change of Control equals between 100% and 200% of the Base Price, such that zero Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is less than or equal to 100% of the Base Price, all of the Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control ) is equal to or greater than 200% the threshold level of performance as shown on the Base Price and performance scale on Appendix A (“Threshold Performance”) but less than the number target level of performance shown on the performance scale (“Target Performance-Based Vesting Option Shares that vest if the Equity Value in the Early Change of Control is between 100% and 200% of the Base Price shall be the total number of Performance-Based Vesting Option Shares multiplied by a fraction”) , the numerator of which shall be the percentage of Base Price represented by the Equity Value in the Early Change of Control minus 100% (such numerator not Units allocated to exceed 100%) and the denominator of which shall be 100%. For purposes of this calculation, “Equity Value” shall be determined as follows: (i) in the event of a Change of Control, the Equity Value shall be determined at the time of the transaction constituting a Change of Control, and shall that Performance Period that vest will be equal to the aggregate amount of per share net proceeds (other than any taxes) of cash or readily marketable securities and value on the discounted expected value of any other deferred consideration (as determined in good faith by vesting scale provided on Appendix A that corresponds to Actual Performance on the Board) received or to performance scale. The percentage vested will be received by interpolated from the holders of common stock of Parent Corporation in such transaction (including all shares issuable upon exercise of in-the-money options, whether or not exercisable) at corresponding values on the time of vesting scale provided on Appendix A if Actual Performance is between specific values on the Change of Control; andperformance scale. (ii) at any time after an initial public offeringIf for a Performance Period and Performance Goal, Actual Performance is less than Threshold Performance as shown in Appendix A, the Equity Value Grantee will not earn any vested interest in Units allocated for award in such Performance Period with respect to the applicable Performance Goal. (iii) If Actual Performance is greater than Target Performance, vesting with respect to 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 Plan related to deferred settlement, on the date that the Committee certifies whether the applicable Performance Goals have been achieved and, if applicable, the number of Units vested in accordance with Section 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, if necessary to comply with Section 409A of the Code, the settlement date for the Participant’s vested Units shall be measured using the average trading price of the common stock of Parent Corporation over a consecutive thirty (30) day trading period. For the purposes of this paragraph (ii)April 15, “trading price” for a day shall mean the average of the high trading price and the low trading price for such day2012.

Performance-Based Vesting. Subject to the provisions of Sections 3(b) through 3(f) hereof, one-third of the PSUs subject to this grant (each such third, a “Tranche”) shall become performance vested based on the level of achievement of the Performance Goal (as defined in Exhibit A hereto) for the applicable forfeiture performance period set forth on Exhibit A hereto (each, a “Performance Period”), in accordance with the schedule below and Exhibit A hereto, provided that (subject to the provisions of Sections 3(c) and 3(d) hereof), the Participant remains employed with the Company or its Affiliates through the end of the third Performance Period: To the extent that the actual level of achievement of the Performance Goal for a Performance Period hereunder is between any two levels provided in the Stock Incentive Plantable above, the Performance-Based Vesting Option Shares number of PSUs to become performance vested with respect to the corresponding Tranche shall upon the earlier to occur of (A) be determined on a Change of Control and (B) following an initial public offeringpro rata basis using straight line interpolation; provided that in either case, the Performance-Based Vesting Option Shares no PSUs shall vest in such event only become vested with respect to a Tranche if the Equity Value (as defined below) actual level of a share achievement of common stock the Performance Goal for the corresponding Performance Period is less than the Threshold level of performance set forth in the Change schedule above; and provided, further, that the maximum number of Control or after PSUs that may become vested with respect to a Tranche shall not exceed the initial public offering, as number of PSUs set forth in the case may be, equals at least 200% schedule above corresponding to the Maximum level of performance set forth in the Base Priceschedule above. Notwithstanding the foregoing, if in the event that a Change of in Control occurs within prior to the first year following the Transaction Closing Date (an “Early Change of Control”), then the Performance-Based Vesting Option Shares will vest on a straight line basis if the Equity Value in the Early Change of Control equals between 100% and 200% last day of the Base Pricethird Performance Period, such that zero Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is less than or equal to 100% of the Base Price, all of the Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is equal to or greater than 200% of the Base Price and the number of Performance-Based Vesting Option Shares PSUs that vest if will become performance vested hereunder will be determined in accordance with this paragraph. For any Performance Period that ends on or prior to the Equity Value date on which such Change in Control occurs, the Early Change number of Control is between 100% and 200% PSUs that will become performance vested with respect to the corresponding Tranche will be determined in accordance with the schedule above based on the actual level of achievement of the Base Price shall be corresponding Performance Goal. For any Performance Period that is in effect on the total date on which such Change in Control occurs, the number of Performance-Based Vesting Option Shares multiplied by a fraction, PSUs that will become performance vested with respect to the numerator corresponding Tranche will equal the number of which shall be PSUs that would have become performance vested in accordance with the percentage of Base Price represented by the Equity Value in the Early Change of Control minus 100% (such numerator not to exceed 100%) and the denominator of which shall be 100%. For purposes of this calculation, “Equity Value” shall be determined as follows: schedule above based on (i) the actual level of achievement of the corresponding Performance Goal as of the date of such Change in Control (assuming for such purpose that such Change in Control had occurred on the last day of the Performance Period) or (ii) the Target level of performance set forth in the event schedule above, whichever is greater. For any Performance Period that was scheduled to commence after the date on which such Change in Control occurs, the number of a PSUs that will become performance vested with respect to the corresponding Tranche will equal the number of PSUs that would have become performance vested in accordance with the schedule above based on the Target level of performance set forth in the schedule above. Following such Change of in Control, the Equity Value shall be number of PSUs determined at in accordance with the time immediately preceding sentence will vest (x) on the last day of the transaction constituting a Change of ControlPerformance Period, and shall be equal to if the aggregate amount of per share net proceeds (other than any taxes) of cash Participant remains employed with the Company or readily marketable securities and its Affiliates through the discounted expected value of any other deferred consideration (as determined in good faith by the Board) received or to be received by the holders of common stock of Parent Corporation in such transaction (including all shares issuable upon exercise of in-the-money options, whether or not exercisable) at the time end of the Change third Performance Period, or (y) if applicable, in accordance with the provisions of Control; and (iiSections 3(b) at any time after an initial public offering, the Equity Value shall be measured using the average trading price of the common stock of Parent Corporation over a consecutive thirty (30and 3(c) day trading period. For the purposes of this paragraph (ii), “trading price” for a day shall mean the average of the high trading price and the low trading price for such dayhereof.

Performance-Based Vesting. Subject to the provisions of Sections 3(b) through 3(d) hereof, one-third of the PSUs subject to this grant (each such third, a “Tranche”) shall become performance vested based on the level of achievement of the Performance Goal (as defined in Exhibit A hereto) for the applicable forfeiture performance period set forth on Exhibit A hereto (each, a “Performance Period”), in accordance with the schedule below and Exhibit A hereto, provided that (subject to the provisions of Sections 3(c) and 3(d) hereof), the Participant remains employed with the Company or its Affiliates through the end of the third Performance Period: To the extent that the actual level of achievement of the Performance Goal for a Performance Period hereunder is between any two levels provided in the Stock Incentive Plantable above, the Performance-Based Vesting Option Shares number of PSUs to become performance vested with respect to the corresponding Tranche shall upon the earlier to occur of (A) be determined on a Change of Control and (B) following an initial public offeringpro rata basis using straight line interpolation; provided that in either case, the Performance-Based Vesting Option Shares no PSUs shall vest in such event only become vested with respect to a Tranche if the Equity Value (as defined below) actual level of a share achievement of common stock the Performance Goal for the corresponding Performance Period is less than the Threshold level of performance set forth in the Change schedule above; and provided, further, that the maximum number of Control or after PSUs that may become vested with respect to a Tranche shall not exceed the initial public offering, as number of PSUs set forth in the case may be, equals at least 200% schedule above corresponding to the Maximum level of performance set forth in the Base Priceschedule above. Notwithstanding the foregoing, if in the event that a Change of in Control occurs within prior to the first year following the Transaction Closing Date (an “Early Change of Control”), then the Performance-Based Vesting Option Shares will vest on a straight line basis if the Equity Value in the Early Change of Control equals between 100% and 200% last day of the Base Pricethird Performance Period, such that zero Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is less than or equal to 100% of the Base Price, all of the Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is equal to or greater than 200% of the Base Price and the number of Performance-Based Vesting Option Shares PSUs that vest if will become performance vested hereunder will be determined in accordance with this paragraph. For any Performance Period that ends on or prior to the Equity Value date on which such Change in Control occurs, the Early Change number of Control is between 100% and 200% PSUs that will become performance vested with respect to the corresponding Tranche will be determined in accordance with the schedule above based on the actual level of achievement of the Base Price shall be corresponding Performance Goal. For any Performance Period that is in effect on the total date on which such Change in Control occurs, the number of Performance-Based Vesting Option Shares multiplied by a fraction, PSUs that will become performance vested with respect to the numerator corresponding Tranche will equal the number of which shall be PSUs that would have become performance vested in accordance with the percentage of Base Price represented by the Equity Value in the Early Change of Control minus 100% (such numerator not to exceed 100%) and the denominator of which shall be 100%. For purposes of this calculation, “Equity Value” shall be determined as follows: schedule above based on (i) the actual level of achievement of the corresponding Performance Goal as of the date of such Change in Control (assuming for such purpose that such Change in Control had occurred on the last day of the Performance Period)] or (ii) the Target level of performance set forth in the event schedule above, whichever is greater. For any Performance Period that was scheduled to commence after the date on which such Change in Control occurs, the number of a PSUs that will become performance vested with respect to the corresponding Tranche will equal the number of PSUs that would have become performance vested in accordance with the schedule above based on the Target level of performance set forth in the schedule above. Following such Change of in Control, the Equity Value shall be number of PSUs determined at in accordance with the time immediately preceding sentence will vest (x) on the last day of the transaction constituting a Change of ControlPerformance Period, and shall be equal to if the aggregate amount of per share net proceeds (other than any taxes) of cash Participant remains employed with the Company or readily marketable securities and its Affiliates through the discounted expected value of any other deferred consideration (as determined in good faith by the Board) received or to be received by the holders of common stock of Parent Corporation in such transaction (including all shares issuable upon exercise of in-the-money options, whether or not exercisable) at the time end of the Change third Performance Period, or (y) if applicable, in accordance with the provisions of Control; and (iiSections 3(b) at any time after an initial public offering, the Equity Value shall be measured using the average trading price of the common stock of Parent Corporation over a consecutive thirty (30and 3(c) day trading period. For the purposes of this paragraph (ii), “trading price” for a day shall mean the average of the high trading price and the low trading price for such dayhereof.