Common use of Performance Condition Clause in Contracts

Performance Condition. In addition to the service condition of section 3(a), to become owner of and vested in the shares awarded by section 1 the performance conditions of this section 3(b) must be satisfied, except as provided in section 3(a)(3) in the case of a Change in Control. The performance condition that must be satisfied to become the owner of and vested in 100% of the shares awarded by section 1 is achievement of an annual average total shareholder return of 10.00% or more in the three-year performance period beginning on January 1, 2019 and ending on December 31, 2021 (or on the date of employment termination if employment terminates because of death or disability), which is referred to hereinafter as the “performance period.” Total shareholder return means the change in the closing price of Middlefield common stock on the final trading day of the year over the closing price on the final trading day of the preceding year, divided by the closing price on the final trading day of the preceding year, and taking into account cash dividends during the period. If the annual average total shareholder return for the performance period is positive but less than the goal of 10.00%, the Participant will become owner of and vested in a percentage of the shares awarded by section 1 equal to the percentage achievement of the 10.00% goal. Shares will be rounded to the nearest whole number. No fractional shares will be issued. If the annual average total shareholder return for the performance period is negative, the Participant will forfeit all shares awarded. If the annual average total shareholder return for the performance period exceeds 10.00%, the number of shares awarded will increase based on the percentage excess of average annual total shareholder return over the 10.00% goal, up to a maximum of 125%. Exhibit A contains an illustration of the calculation of average total shareholder return.

Performance Condition. In addition to the service condition of section 3(a), to become owner of and vested in the shares awarded by section 1 the performance conditions of this section 3(b) must be satisfied, except as provided in section 3(a)(3) in the case of a Change in Control. The performance condition that must be satisfied to become the owner of and vested in 100% of the shares awarded by section 1 is achievement of an annual average total shareholder return of 10.008.00% or more in the three-year performance period beginning on January 1, 2019 2017 and ending on December 31, 2021 2019 (or on the date of employment termination if employment terminates because of death or disability), which is referred to hereinafter as the “performance period.” Total shareholder return means the change in the closing price of Middlefield common stock on the final trading day of the year over the closing price on the final trading day of the preceding year, divided by the closing price on the final trading day of the preceding year, and taking into account cash dividends during the period. If the annual average total shareholder return for the performance period is positive but less than the goal of 10.008.00%, the Participant will become owner of and vested in a percentage of the shares awarded by section 1 equal to the percentage achievement of the 10.008.00% goal. Shares will be rounded to the nearest whole number. No fractional shares will be issued. If the annual average total shareholder return for the performance period is negative, the Participant will forfeit all shares awarded. If the annual average total shareholder return for the performance period exceeds 10.008.00%, the number of shares awarded will increase based on the percentage excess of average annual total shareholder return over the 10.008.00% goal, up to a maximum of 125%. Exhibit A contains an illustration of the calculation of average total shareholder return.

Performance Condition. In addition to the service condition of section 3(a), to become owner of and vested in the shares awarded by section 1 the performance conditions of this section 3(b) must be satisfied, except as provided in section 3(a)(3) in the case of a Change in Control. The performance condition that must be satisfied to become the owner of and vested in 100% of the shares awarded by section 1 is achievement of an annual average total shareholder return of 10.008.00% or more in the three-year performance period beginning on January 1, 2019 2018 and ending on December 31, 2021 2020 (or on the date of employment termination if employment terminates because of death or disability), which is referred to hereinafter as the “performance period.” Total shareholder return means the change in the closing price of Middlefield common stock on the final trading day of the year over the closing price on the final trading day of the preceding year, divided by the closing price on the final trading day of the preceding year, and taking into account cash dividends during the period. If the annual average total shareholder return for the performance period is positive but less than the goal of 10.008.00%, the Participant will become owner of and vested in a percentage of the shares awarded by section 1 equal to the percentage achievement of the 10.008.00% goal. Shares will be rounded to the nearest whole number. No fractional shares will be issued. If the annual average total shareholder return for the performance period is negative, the Participant will forfeit all shares awarded. If the annual average total shareholder return for the performance period exceeds 10.008.00%, the number of shares awarded will increase based on the percentage excess of average annual total shareholder return over the 10.008.00% goal, up to a maximum of 125%. Exhibit A contains an illustration of the calculation of average total shareholder return.

Performance Condition. In addition to the service condition of section 3(a), to become owner of and vested in the shares awarded by section 1 the performance conditions of this section 3(b) must be satisfied, except as provided in section 3(a)(3) in the case of a Change in Control. The performance condition that must be satisfied to become the owner of and vested in 100% of the shares awarded by section 1 is achievement of an annual average total shareholder return of 10.00% or more in the three-year performance period beginning on January 1, 2019 2021 and ending on December 31, 2021 2023 (or on the date of employment termination if employment terminates because of death or disability), which is referred to hereinafter as the “performance period.” Total shareholder return means the change in the closing price of Middlefield common stock on the final trading day of the year over the closing price on the final trading day of the preceding year, divided by the closing price on the final trading day of the preceding year, and taking into account cash dividends during the period. If the annual average total shareholder return for the performance period is positive but less than the goal of 10.00%, the Participant will become owner of and vested in a percentage of the shares awarded by section 1 equal to the percentage achievement of the 10.00% goal. Shares will be rounded to the nearest whole number. No fractional shares will be issued. If the annual average total shareholder return for the performance period is negative, the Participant will forfeit all shares awarded. If the annual average total shareholder return for the performance period exceeds 10.00%, the number of shares awarded will increase based on the percentage excess of average annual total shareholder return over the 10.00% goal, up to a maximum of 125%. Exhibit A contains an illustration of the calculation of average total shareholder return.

Performance Condition. In addition to the service condition of section 3(a), to become owner of and vested in the shares awarded by section 1 the performance conditions of this section 3(b) must be satisfied, except as provided in section 3(a)(3) in the case of a Change in Control. The performance condition that must be satisfied to become the owner of and vested in 100% of the shares awarded by section 1 is achievement of an annual average total shareholder return of 10.008.00% or more in the three-year performance period beginning on January 1, 2019 2015 and ending on December 31, 2021 2017 (or on the date of employment termination if employment terminates because of death or disability), which is referred to hereinafter as the “performance period.” Total shareholder return means the change in the closing price of Middlefield common stock on the final trading day of the year over the closing price on the final trading day of the preceding year, divided by the closing price on the final trading day of the preceding year, and taking into account cash dividends during the period. If the annual average total shareholder return for the performance period is positive but less than the goal of 10.008.00%, the Participant will become owner of and vested in a percentage of the shares awarded by section 1 equal to the percentage achievement of the 10.008.00% goal. Shares will be rounded to the nearest whole number. No fractional shares will be issued. If the annual average total shareholder return for the performance period is negative, the Participant will forfeit all shares awarded. If the annual average total shareholder return for the performance period exceeds 10.008.00%, the number of shares awarded will increase based on the percentage excess of average annual total shareholder return over the 10.008.00% goal, up to a maximum of 125%. Exhibit A contains an illustration of the calculation of average total shareholder return.

Performance Condition. In addition to the service condition of section 3(a), to become owner of and vested in the shares awarded by section 1 the performance conditions of this section 3(b) must be satisfied, except as provided in section 3(a)(3) in the case of a Change in Control. The performance condition that must be satisfied to become the owner of and vested in 100% of the shares awarded by section 1 is achievement of an annual average total shareholder return of 10.00% or more in the three-year performance period beginning on January 1, 2019 2023 and ending on December 31, 2021 2025 (or on the date of employment termination if employment terminates because of death or disability), which is referred to hereinafter as the “performance period.” Total shareholder return means the change in the closing price of Middlefield common stock on the final trading day of the year over the closing price on the final trading day of the preceding year, divided by the closing price on the final trading day of the preceding year, and taking into account cash dividends during the period. If the annual average total shareholder return for the performance period is positive but less than the goal of 10.00%, the Participant will become owner of and vested in a percentage of the shares awarded by section 1 equal to the percentage achievement of the 10.00% goal. Shares will be rounded to the nearest whole number. No fractional shares will be issued. If the annual average total shareholder return for the performance period is negative, the Participant will forfeit all shares awarded. If the annual average total shareholder return for the performance period exceeds 10.00exceeds10.00%, the number of shares awarded will increase based on the percentage excess of average annual total shareholder return over the 10.00% goal, up to a maximum of 125%. Exhibit A contains an illustration of the calculation of average total shareholder return.

Performance Condition. In addition to the service condition of section 3(a), to become owner of and vested in the shares awarded by section 1 the performance conditions of this section 3(b) must be satisfied, except as provided in section 3(a)(3) in the case of a Change in Control. The performance condition that must be satisfied to become the owner of and vested in 100% of the shares awarded by section 1 is achievement of an annual average total shareholder return of 10.00% or more in the three-year performance period beginning on January 1, 2019 2020 and ending on December 31, 2021 2022 (or on the date of employment termination if employment terminates because of death or disability), which is referred to hereinafter as the “performance period.” Total shareholder return means the change in the closing price of Middlefield common stock on the final trading day of the year over the closing price on the final trading day of the preceding year, divided by the closing price on the final trading day of the preceding year, and taking into account cash dividends during the period. If the annual average total shareholder return for the performance period is positive but less than the goal of 10.00%, the Participant will become owner of and vested in a percentage of the shares awarded by section 1 equal to the percentage achievement of the 10.00% goal. Shares will be rounded to the nearest whole number. No fractional shares will be issued. If the annual average total shareholder return for the performance period is negative, the Participant will forfeit all shares awarded. If the annual average total shareholder return for the performance period exceeds 10.00%, the number of shares awarded will increase based on the percentage excess of average annual total shareholder return over the 10.00% goal, up to a maximum of 125%. Exhibit A contains an illustration of the calculation of average total shareholder return.

Performance Condition. In addition to the service condition of section 3(a), to become owner of and vested in the shares awarded by section 1 the performance conditions of this section 3(b) must be satisfied, except as provided in section 3(a)(3) in the case of a Change in Control. The performance condition that must be satisfied to become the owner of and vested in 100% of the shares awarded by section 1 is achievement of an annual average total shareholder return of 10.008.00% or more in the three-year performance period beginning on January 1, 2019 2016 and ending on December 31, 2021 2018 (or on the date of employment termination if employment terminates because of death or disability), which is referred to hereinafter as the “performance period.” Total shareholder return means the change in the closing price of Middlefield common stock on the final trading day of the year over the closing price on the final trading day of the preceding year, divided by the closing price on the final trading day of the preceding year, and taking into account cash dividends during the period. If the annual average total shareholder return for the performance period is positive but less than the goal of 10.008.00%, the Participant will become owner of and vested in a percentage of the shares awarded by section 1 equal to the percentage achievement of the 10.008.00% goal. Shares will be rounded to the nearest whole number. No fractional shares will be issued. If the annual average total shareholder return for the performance period is negative, the Participant will forfeit all shares awarded. If the annual average total shareholder return for the performance period exceeds 10.008.00%, the number of shares awarded will increase based on the percentage excess of average annual total shareholder return over the 10.008.00% goal, up to a maximum of 125%. Exhibit A contains an illustration of the calculation of average total shareholder return.