Common use of Performance Measure Clause in Contracts

Performance Measure. (a) The initial number of Units subject to this Exhibit B is listed above, which number of Units assumes the Performance Measure described in this Section 3 is attained at the Target Level. The final number of Units, if any, subject to this Exhibit B at the end of the Performance Period (defined below) shall be calculated as described below based upon the Payout Percentage (see table below in Section 3(c)). (b) The Performance Measure determines (1) the number of Holder’s Units for which the Forfeiture Restrictions shall lapse on the Measurement Date, and (2) the number of shares of Stock delivered upon settlement of such Units. The number of Holder’s Units which cease to be subject to Forfeiture Restrictions on the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, is based upon the Company’s Annualized Total Stockholder Return (“Annualized TSR”) for the three year period beginning on _________, ____ and ending on and including _____________, ____ (“Performance Period”). As provided in Section 3(c) below, the Performance Measure will be satisfied based on the Company’s Annualized TSR during the Performance Period, as certified in writing by the Committee following the end of the Performance Period. (c) The Forfeiture Restriction shall lapse if the Company’s Annualized TSR is at least __________ percent (___%); provided that the number of Units as of the Measurement Date shall be determined based on Annualized TSR as described in the table below. If Annualized TSR is between the levels designated in the table below, then the Payout Percentage shall be adjusted based on linear interpolation between applicable percentages. For example, (1) if Annualized TSR is ______%, then the payout percentage would be ____% of the Target Level, and (2) if Annualized TSR is ______%, then the payout percentage would be _____% of the Target Level. (d) Annualized TSR shall be calculated as: where n represents the number of years over which Annualized TSR is measured.

Performance Measure. (a) The initial number of Units subject to this Exhibit B C is listed above, which number of Units assumes the Performance Measure described in this Section 3 is attained at the Target Level. The final number of Units, if any, subject to this Exhibit B C at the end of the Performance Period (defined below) shall be calculated as described below based upon the Payout Percentage (see table below in Section 3(c)). (b) The Performance Measure determines (1) the number of Holder’s Units for which the Forfeiture Restrictions shall lapse on the Measurement Date, and (2) the number of shares of Stock delivered upon settlement of such Units. The number of Holder’s Units which cease to be subject to Forfeiture Restrictions on the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, is based upon the Company’s Annualized Total Stockholder Return (“Annualized TSR”) ranking relative to the TSR Peer Group (“Relative TSR Performance Rank”) for the three year period beginning on _______________, _____ and ending on and including ______________, _____ (“Performance Period”). For this purpose, the companies included in the Standard & Poor’s 500 index on ___________, _____ will be the “TSR Peer Group”. As provided in Section 3(c) below, the Performance Measure will be satisfied based on the Company’s Annualized Relative TSR during the Performance Period, as certified in writing by the Committee following the end of the Performance Period. (c) The Forfeiture Restriction shall lapse if the Company’s Annualized Relative TSR Performance Rank is at least __________ percent (___%)the 30th percentile; provided that the final number of Units subject to this Exhibit as of the Measurement Date Date, and the number of shares of Stock delivered with respect to Holder’s Units, shall be determined based on Annualized the Company’s Relative TSR Performance Rank as described in the table below. If Annualized the Company’s Relative TSR Performance Rank is between the levels designated in the table below, then the Payout Percentage (shown in the table below) shall be adjusted based on linear interpolation between applicable percentages. For example, (1) if Annualized the Company’s Relative TSR is in the ______%th percentile, then the payout percentage would be ____% of the Target Level, and (2) if Annualized the Company’s Relative TSR is in the ______%th percentile, then the payout percentage would be _____% of the Target Level. (d) Annualized TSR shall be calculated asas follows: where n represents the number of years over which Annualized TSR is measured.

Performance Measure. (a) The initial number of Units subject to this Exhibit B is listed above, which number of Units assumes the Performance Measure described in this Section 3 is attained at the Target Level. The final number of Units, if any, subject to this Exhibit B at the end of the Performance Period (defined below) shall be calculated as described below based upon the Payout Percentage (see table below in Section 3(c)). (b) The Performance Measure determines (1) the number of Holder’s Units for which the Forfeiture Restrictions shall lapse on the Measurement Date, and (2) the number of shares of Stock delivered upon settlement of such Units. The number of Holder’s Units which cease to be subject to Forfeiture Restrictions on the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, is based upon the Company’s Annualized Total Stockholder Return (“Annualized TSR”) for the three _______ year period beginning on _________, ____ and ending on and including _____________, ____ (“Performance Period”). As provided in Section 3(c) below, the Performance Measure will be satisfied based on the Company’s Annualized TSR during the Performance Period, as certified in writing by the Committee following the end of the Performance Period. (c) The Forfeiture Restriction shall lapse if the Company’s Annualized TSR is at least __________ percent (___%); provided that the number of Units as of the Measurement Date shall be determined based on Annualized TSR as described in the table below. If Annualized TSR is between the levels designated in the table below, then the Payout Percentage shall be adjusted based on linear interpolation between applicable percentages. For example, (1) if Annualized TSR is ______%, then the payout percentage would be ____% of the Target Level, and (2) if Annualized TSR is ______%, then the payout percentage would be _____% of the Target Level. (d) Annualized TSR shall be calculated as: where n represents the number of years over which Annualized TSR is measured.

Performance Measure. (a) The initial number of Units subject to this Exhibit B C is listed above, which number of Units assumes the Performance Measure described in this Section 3 is attained at the Target Level. The final number of Units, if any, subject to this Exhibit B C at the end of the Performance Period (defined below) shall be calculated as described below based upon the Payout Percentage (see table below in Section 3(c)). (b) The Performance Measure determines (1) the number of Holder’s Units for which the Forfeiture Restrictions shall lapse on the Measurement Date, and (2) the number of shares of Stock delivered upon settlement of such Units. The number of Holder’s Units which cease to be subject to Forfeiture Restrictions on the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, is based upon the Company’s Annualized Total Stockholder Return (“Annualized TSR”) ranking relative to the TSR Peer Group (“Relative TSR Performance Rank”) for the three ______ year period beginning on _______________, _____ and ending on and including ______________, _____ (“Performance Period”). For this purpose, the companies included in the Standard & Poor’s 500 index on ___________, _____ will be the “TSR Peer Group”. As provided in Section 3(c) below, the Performance Measure will be satisfied based on the Company’s Annualized Relative TSR during the Performance Period, as certified in writing by the Committee following the end of the Performance Period. (c) The Forfeiture Restriction shall lapse if the Company’s Annualized Relative TSR Performance Rank is at least the __________ percent (___%)th percentile; provided that the final number of Units subject to this Exhibit as of the Measurement Date Date, and the number of shares of Stock delivered with respect to Holder’s Units, shall be determined based on Annualized the Company’s Relative TSR Performance Rank as described in the table below. If Annualized the Company’s Relative TSR Performance Rank is between the levels designated in the table below, then the Payout Percentage (shown in the table below) shall be adjusted based on linear interpolation between applicable percentages. For example, (1) if Annualized the Company’s Relative TSR is in the ______%th percentile, then the payout percentage would be ____% of the Target Level, and (2) if Annualized the Company’s Relative TSR is in the ______%th percentile, then the payout percentage would be _____% of the Target Level. (d) Annualized TSR shall be calculated asas follows: where n represents the number of years over which Annualized TSR is measured.

Performance Measure. (a) The initial number of Units subject to this Exhibit B is listed above, which number of Units assumes the Performance Measure described in this Section 3 is attained at the Target Level. The final number of Units, if any, subject to this Exhibit B at the end of the Performance Period (defined below) shall be calculated as described below based upon the Payout Percentage (see table below in Section 3(c)). (b) The Performance Measure determines (1) the number of Holder’s Units for which the Forfeiture Restrictions shall lapse on the Measurement Date, and (2) the number of shares of Stock delivered upon settlement of such Units. The number of Holder’s Units which cease to be subject to Forfeiture Restrictions on the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, is based upon the Company’s Annualized Total Stockholder Average Return on Invested Capital (“Annualized TSRAverage ROIC”) for the three year period beginning on _________, ____ and ending on and including _____________, ____ (“Performance Period”). As provided in Section 3(c) below, the Performance Measure will be satisfied based on the Company’s Annualized TSR Average ROIC during the Performance Period, as certified in writing by the Committee following the end of the Performance Period. (c) The Subject to the level of achievement of Average ROIC, the Forfeiture Restriction Restrictions shall lapse if with regard to the Companypercentage of Holder’s Annualized TSR is at least __________ percent (___%); provided that the number of Units as of the Measurement Date shall be determined based on Annualized TSR as described designated in the table below. If Annualized TSR Average ROIC is between the levels designated in the table below, then the Payout Percentage shall be adjusted based on linear interpolation between applicable percentages. For example, (1) if Annualized TSR is ______%, then the payout percentage would be ____% of the Target Level, and (2) if Annualized TSR Average ROIC is ______%, then the payout percentage would be ______% of the Target Level, and (2) if Average ROIC is ______%, then the payout percentage would be ______% of the Target Level. (d) Annualized TSR Average ROIC shall be calculated as: where n represents as the number arithmetic average of years over which Annualized TSR is measuredReturn on Invested Capital for each fiscal year that comprises the Performance Period.